Standard SaaS Subscription Agreement:

This Standard Software as a Service (SaaS) Subscription Agreement, hereby known as the “Agreement” entered into on the later Effective Date entered into the Order Form, hereby known as the “Effective Date” by and between: Sunlight Group LLC, DBA "Your Case Plan," whose office is located at: 167 E Chatham St Suite 300, Cary NC, 27511, hereby known as the “Supplier,” and; the Customer detailed with the Organization’s Name in the Order Form hereby referred to as “Customer,” whose office is located at the address provided in the Order Form. Both Supplier and Customer together are collectively hereby known as “Party” or “Parties.”

WHEREAS, the Supplier has developed software and web applications, hereby known as the “Platform” that it makes available for customers to use over the Internet;

WHEREAS, the Customer wants to use the Supplier’s Platform in its company operations; and

WHEREAS, the Supplier agrees to provide said Platform to the Customer who agrees to use and pay for Supplier’s Platform, which are subject to the following terms and conditions:
User subscriptions terms:
The Supplier grants to the Customer a non-transferable, non-exclusive right to permit the Authorized Users to use the Services and Documentation during the Subscription Terms solely for internal business operations and for no other purpose.

In regards to the Customer’s Case Subscriptions, the Customer agrees to:

1. Not exceed the maximum amount of concurrent Case Subscriptions based on the number of Case Subscriptions purchased;

2. Not transmit or distribute any Viruses, or anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property.

3. Not sub-license or resell the software to any other party.

Due to this clause, the Supplier reserves the right to remove and/or disable the Customer’s access to any material if the Customer willingly breaks or desires to break said clause.

Additional user subscriptions terms:
During the Subscription Term, the Customer may purchase additional Case Subscriptions in excess as indicated in "Fees and service term." To do so, the Customer must:

1. Request the additional amount of User Subscriptions in writing to the Supplier via email or the Platform’s billing page.

2. If the Supplier agrees, the Customer must pay the additional Case Subscriptions based on the amount outlined in "Fees and service term."

Fees and service term
As a part of this Agreement, the fees and service term on the Effective Date are as follows:

Subscription fees
The subscription is calculated as the total number of cases times the unit cost of a case subscription. Additional discounts may be available and applied as agreed upon in the order form.

Billing & payment terms:
The customer agrees to pay the subscription by the 1st date of the applicable billing period in accordance with the billing and payment terms detailed in the Order Form. For example, for a quarterly billing period of July 1st to September 30th, an invoice will be sent on June 16th and will be due on July 1st.

Subscription term:
The subscription length will be 12 months, beginning on the start date listed in the order form, unless otherwise noted.
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Each individual case subscription includes the following:
Unlimited parties, users, and guests
Individual & group chat, voice, and video calling
Task management
Case management
Contact management
Email & event tracking for licensed foster home
Document/photo collection and file storage
Education Center
Up to 10 GBs of data storage
Access to online support training materials
Email and phone support during normal business hours.
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At the Organizational level, the Customer receives the following:
Unlimited admin and user accounts
User management
Custom reporting
SSO (Single Sign On)
MFA (Multi-Factor Authentication)
API access
Custom onboarding plan
Virtual and in-person setup and account training
Dedicated customer success manager for on-going support
Service level agreement listed on yourcaseplan.com/service-level-agreement

Additional case subscriptions:
The Customer may purchase additional Case Subscriptions in packages of 100 cases at a reduced cost of $25 per case per month.

Forward deployed engineering support
For contracts with a total annual contract value greater than $100,000. The Customer may receive up to 100 hours of Forward Deployed Engineering support for product configuration and customization to support custom workflows, integrations, or use cases. Usage of custom engineering support is approved prior to utilization and tracked monthly. Additional engineering support is available at a rate of $200 / hour.

Access to future features:
Access to additional products and features as developed by Supplier or listed on the Supplier's website may be included at the sole Supplier’s discretion and is not guaranteed. Some products or features may not be available to all customers or may require the customer to upgrade their account to use.

Customer data:
The Customer affirms to the Supplier that the Customer Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws. The Supplier is not responsible for any loss of data under any circumstances, including, but not limited to, misuse of Platform by Customer; corruption or loss of data due to database error; loss of data by third party cloud providers; encryption, modification or deletion of data through ransomware, malware, or other malicious or non-malicious activity.

Support services:
The Supplier shall make available a help desk to the Customer during Normal Business Hours. The Supplier agrees to provide Support Services with equitable skill and care. The Customer may use the help desk to request or receive Support Services, and the Supplier shall respond promptly. The Supplier may suspend Support Services if any amount due to be paid by the Customer to the Supplier is late by at least 30 days.

Charges and payment terms:
The Supplier shall provide invoices for the Charges to the Customer from time to time during the term. The Customer is required to pay the said Payments or Charges to the Supplier within 15 days of receipt via Wire Transfer, ACH, Check or Debit/Credit card payment. If the Customer does not pay any amount of the Charge due to the Supplier under this Agreement within 30 days of receiving an invoice, the Supplier may charge a late fee equal to 5% of the total invoice amount for each month of late payment until the balance is paid in full.

Proprietary rights:
No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Supplier to the Customer or from the Customer to the Supplier. The Supplier owns 100% of the Platform and all of its associated intellectual property included in this Agreement.

Limitation of liability:
Nothing in this Agreement will put Parties liable for the following:
Personal injury or death resulting from negligence;
Loss of business, contracts, or opportunities;
Put parties liable for any loss of business, contracts, or opportunities;
Limit any liability for fraudulent misrepresentation;
Put parties responsible for any loss of savings or profits;
Limit any liabilities not allowed under related laws; or
Prohibit any liabilities that may not be excluded under applicable law.

Terms and termination:
The subscription term will renew for subsequent 12 month terms under the then current pricing terms unless the Supplier receives a written downgrade or cancellation notice from the Customer within 60 days of a subscription's expiration date. Either Party can terminate this Agreement by giving the other Party at least six months of written notice. If the Customer terminates this Agreement prior to the end of any subscription term, any charges owed under the full agreement must be paid within 30 days. If a Party breaches the contract terms, the other Party may terminate the Agreement immediately at their discretion. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated.
General terms:
No Waiver: A breach in said Agreement shall not be waived except with the written consent of the Party not responsible for the violation.

Severability: If any provisions of this Agreement are determined to be unlawful or enforceable by any court or competent authority, all other provisions in this Agreement will continue in effect.

Entire Agreement: This Agreement includes the entire agreement between the Supplier and the Customer and replaces all past Agreements, understandings, and representations of the Parties, whether written or oral.

Governing Law: This Agreement shall be governed by and constructed in accordance with NC. The parties agree that the courts of NC have exclusive jurisdiction to settle any claim or dispute that arises out of this Agreement.

Agreement to Mediation: Both parties mutually disclaim their right to sue one another and instead commit to following a predetermined mediation process in the event of any dispute or conflict.

Definitions:

Software: The online software applications provided to the Customer by the Supplier as part of its Services.

Services: Subscription services provided by the Supplier to the Customer under this Agreement from the website www.yourcaseplan.com.

Documentation: Describes documents made available by Supplier to the Customer at the website www.yourcaseplan.com. The description at said URL sets out the total Services offered by the Supplier and instructions for how to use said Services.

Customer Accounts: Customers accounts are created by the execution of this agreement by the Supplier. These accounts have an authorized user(s) in administrative roles who have the ability to create authorized users and case subscriptions.

Authorized Users: Users that are authorized by the Customer, like independent contractors, agents, or employees, to use the Services and Documentation. Each authorized user is assigned a user role within a case and/or within the Customer Account. ​​Example roles include but are not limited to the following: attorney, client, peer mentor, social worker, case worker, supervisor, analyst.

Case Subscriptions: The subscription purchased by Customer under this Agreement gives them and their Authorized Users access to the Services and Documentation on a case by case basis.

Customer Data: Data inputted by the Customer, Supplier, or Authorized Users. The Supplier may input Customer Data on behalf of the Customer for the purpose of using the Services or to facilitate the Customer’s use of said Services.

Normal Business Hours: For the purpose of this Agreement, “Normal Business Hours” means 9AM to 5PM local eastern time, Monday through Friday excluding federal and company holidays. If the Supplier works on weekends, these hours do not count as “Normal Business Hours” for the purpose of this Agreement.

Virus: Anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation.