AnchorPoint Software License Agreement

1 Definitions

• "Software" means the AnchorPoint Residential Program Management System, including all features, modules, updates, and documentation.
• "Licensor" means A. Varela, the sole owner and developer of AnchorPoint.
• "Licensee" means the individual or organization that subscribes to and uses the Software.
• "Subscription" means the paid access to the Software under a chosen pricing tier.
• "Customer Data" means all data entered into the Software by Licensee, including resident information, notes, and documentation.
• "SOF" means the Stabilization Observation Framework, a proprietary analysis engine owned exclusively by Licensor.

2 Grant of License

Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, limited license to:

• Access and use the Software via the internet for Licensee's internal business operations
• Allow authorized users within Licensee's organization to access the Software
• Store and process Customer Data within the Software

3 Intellectual Property Rights

• The Software is protected by copyright, trade secret, and other intellectual property laws.
• The Stabilization Observation Framework (SOF) is a proprietary and confidential technology exclusively owned by Licensor.
• Licensee acknowledges that the Software contains valuable trade secrets and proprietary information.
• No license or rights are granted except as expressly set forth in this Agreement.

4 Customer Data Ownership

Licensee retains all rights to Customer Data entered into the Software. Licensor:

• Will not sell, share, or disclose Customer Data to third parties except as required by law
• Will maintain appropriate security measures to protect Customer Data
• Will provide data export capabilities upon termination of Subscription
• May use anonymized, aggregated data for improving the Software

5 Restrictions

Licensee shall NOT:

6 Subscription & Payment

• Billing: Subscriptions are billed monthly or annually in advance.
• Pricing Tiers: Features and user limits are determined by the selected tier (Community, Professional, or Enterprise).
• Upgrades: Tier upgrades take effect immediately; downgrades take effect at the next billing cycle.
• Late Payment: Licensor reserves the right to suspend access for overdue accounts.
• Refunds: No refunds are provided for partial months or unused features.

7 HIPAA Compliance

For Licensees subject to HIPAA:

• A separate Business Associate Agreement (BAA) must be executed
• Licensor implements appropriate administrative, physical, and technical safeguards
• Licensee is responsible for ensuring proper use and access controls within their organization
• Security incidents will be reported in accordance with HIPAA requirements

8 Confidentiality

Both parties agree to:

• Maintain the confidentiality of proprietary information received from the other party
• Use confidential information solely for purposes of this Agreement
• Protect confidential information with reasonable security measures
• Not disclose confidential information to third parties without prior written consent

SOF Confidentiality: The Stabilization Observation Framework and all related algorithms, metrics, and methodologies are considered highly confidential trade secrets. Any unauthorized disclosure or use will be subject to legal action.

9 Warranties & Disclaimers

10 Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, data, business, or goodwill
• Damages exceeding fees paid in the twelve (12) months preceding the claim

11 Termination

• By Licensee: May terminate at any time by canceling the Subscription. Access continues until the end of the billing period.
• By Licensor: May terminate immediately for material breach, non-payment, or violation of this Agreement.
• Effect of Termination: Upon termination, Licensee's access will be revoked. Customer Data will be available for export for 30 days after termination.
• Survival: Sections regarding Intellectual Property, Confidentiality, and Limitation of Liability survive termination.

12 Governing Law & Disputes

• This Agreement is governed by the laws of the State of Colorado, USA
• Any disputes shall be resolved through binding arbitration in Denver, Colorado
• The prevailing party shall be entitled to reasonable attorney's fees

13 General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter herein.
• Amendment: Licensor may modify this Agreement with 30 days' notice. Continued use constitutes acceptance.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect.
• Assignment: Licensee may not assign this Agreement without prior written consent.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.

14 Contact Information