Provider Subscription and End User License Agreement
BY CLICKING THE "LOGIN" BUTTON/DOWNLOADING/INSTALLING/USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK "LOGIN"/DOWNLOAD/INSTALL/USE THE SOFTWARE. YOUR USE OF THE SOFTWARE AND SERVICES IS SUBJECT AT ALL TIMES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS. IF, AT ANY TIME, YOU NO LONGER WISH TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT AS SET FORTH BELOW.
- “App” means the One Step recovery mobile application available for download on the Apple App Store and Google Play, which allows individuals to keep track of days sober, meetings attended, and recovery milestones, among other features.
- “Client” means an individual who has downloaded the App and has entered a registration code given to the Client by his/her Provider which gives the Provider access to information including Location Tracking of the Client.
- “Logon” means accessing and using a version of the Services by logging on with the user name and password that You have selected and which has been activated by One Step.
- “Provider” means a Treatment Provider or Sober Living Provider.
- “Services” means access to and use of the Software pursuant to the terms of this Agreement. The Software provides a platform through which a Client can share his/her location data with a Provider or the Provider’s office staff and through which Providers can track Client outcomes data. The Software also provides a platform through which Sober Living Providers can manage resident information including intake information, resident roster, payment processing, drug tests, as well as other features.
- “Site” means One Step’s website, which is at https://www.onestepsoftware.com/.
- “Sober Living Provider” means a provider of residential sober living services to Clients.
- “Software” means the web-based software developed by Us through which Providers may receive information from Clients using the App, and through which Providers may manage Client information including intake information, roster, payment processing, drug tests, as well as other features.
- “Subscription Fee” means the fee paid to Us by You for access to the Services and Software, as set forth in this Agreement.
- “Treatment Provider” means a provider of alcohol and/or drug treatment and recovery services to Clients.
- “You” or “Your” or “User” shall mean the Provider to which a Logon is assigned to access the Services as set forth in this Agreement and its affiliates, employees, agents, and permitted successors and assigns.
- “Your Data” means data, files, or information accessed, used, communicated, stored, or submitted by You related to Your use of the Services or Software.
- “We,” “Us” or “Our” means One Step Software Inc. (“One Step”).
- Provider Management Software enables Sober Livings and Treatment Centers to manage their operations and keep profiles of all their Clients.
- Client Mobile App including Location Tracking enables Sober Livings and Treatment Centers to see the location and gather data about their Clients while they are in their program and after they are discharged.
- Outcomes & Alumni Engagement Services is a Service provided by Us wherein We call/text/email/engage your alumni to gather Outcomes Data for you on your alumni
- Location Tracking reports the Location of the Client using the App to the Provider or other entity that is paying for the Client’s license.
Subject to the terms of this Agreement, One Step grants You, and You hereby accept from One Step, a limited, nonexclusive, nontransferable license (without a right of sublicense) to access and use the Services and/or Software and any user documentation related to the Services and Software which is made available to You from time to time by One Step, exclusively for Your internal use, subject to the following conditions:
One Step is an administrative services provider that owns the Software. One Step licenses the Software to Providers. The Software provides a platform through which a Client can share his/her location data with a Provider or the Provider’s office staff and through which Providers can track Client outcomes data. The Software also provides a platform through which Sober Living Providers can manage resident information including intake information, resident roster, payment processing, drug tests, as well as other features. You may access and use a version of the Services by logging on with Logon that You have selected and which has been activated by One Step. The license granted hereby is limited to remotely accessing through the Internet, viewing, and interacting with the Services (and related Software).
You may install and use the Software on Your personal and/or business computer(s) and Your mobile device(s). You may install it on other devices for Your use in accordance with this Agreement. The components of the Software are licensed as a single unit. You may not separate the components and install them on different devices. You will comply at all times with all applicable export laws and restrictions applicable to the Software. You acknowledge that, as between You and One Step, One Step retains exclusive right, title, and interest in and to the Software and the Services, data files, code, and technical documentation, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software, Services, or any samples or features or information therein, except as specifically stated herein. All rights not expressly granted are reserved to One Step.
- Photos, Clip Art, Sounds, and other Media Elements and Templates.
You may not copy, print, and/or use photographic or other images, clip art, animations, sound, music, shapes, video clips, and templates provided with the Software for Your personal use or distribute them outside of the Software unless expressly permitted by the Software. Any and all rights to such permitted copies shall be owned by One Step and You shall have the right to use them only in accordance with any instructions in the Software.
You must not violate any applicable laws in Your use of the Services or Software. Unless and only to the extent that this Agreement expressly permits, You must not:
- modify or create derivatives of the Software;
- install or use the Software in a floating, concurrent, or any other shared context;
- distribute or otherwise make the Software or any password, key, or other access code for the Software available to any third party;
- reverse engineer, decompile, or disassemble the Software, unless and only to the extent that applicable law expressly prohibits this restriction;
- defeat or work around any access restrictions or encryption in the Software, unless and only to the extent that applicable law expressly prohibits this restriction;
- sublicense, lease, lend, or rent the Software; or
- remove, minimize, block, or modify any titles, logos, trademarks, copyright and patent notices, digital watermarks, disclaimers, or other legal notices that are included in the Software, whether or not they are One Step’s or a third party’s.
- Proprietary Rights.
Subject to the limited rights granted hereunder, We reserve all of Our right, title, and interest in and to the Services and Software, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You have the right to access and use the Services and Software subject to the terms this Agreement.
- We will charge the Provider a Subscription Fee to use One Step on the term agreed to by both parties. The term agreed upon will be listed in the One Step proposal sent to you by email. You agree that we will use the form of payment you provided to us for your first payment and for every subsequent billing date thereafter. You can see your agreed upon term and Subscription Fee in your Settings > Account.
- If the Provider adds additional houses, facilities or alumni, the Provider will be charged an additional fee which will be added to the Provider’s Subscription Fee.
- We reserve the right to change the Subscription Fee at any time.
- If the method of payment you provide defaults or does not go through for whatever reason within 7 days of your payment date, we reserve the right to charge you a late fee of $1 per day until you pay the outstanding amount.
- Term and Termination.
- The term of this Agreement shall commence on the date You signed a proposal sent to you or You first logged into the Software or otherwise accepted these terms and shall continue until terminated as provided herein.
The Agreement will terminate upon One Step’s notice to You of termination. You may terminate the Agreement by providing One Step with thirty (30) days’ written notice of termination from the date of your next billing date. Termination notice must be received 30 days prior to your next billing date. You can see your billing date in your Settings > Account. We must receive termination notice from you at least 30 days before your billing date otherwise you will be charged your Subscription Fee for the subsequent term. Upon termination of this Agreement: (i) all rights and licenses granted by One Step hereunder will automatically terminate; (ii) You will immediately cease using the Software or any component thereof and; (iii) You will immediately return to One Step or destroy any and all copies of the Software that are still in Your possession. One Step shall have the right to retain all data and information provided by You in connection with Your use of the Software and the Services as permitted by law. Your Logon will not allow You to use the Services after termination. If You want to use the Services thereafter, You will need to sign up as provided on the Site, in the Software or in accordance with One Step’s instructions.
- Your Data Deletion.
We have no obligation to maintain or provide any of Your data to you.
- Surviving Provisions.
The sections and their associated subsections titled “Proprietary Rights,” “Your Data Portability and Deletion,” “Confidentiality,” “Disclaimer of Warranty,” “Limitation of Liability,” “Surviving Provisions,” and “General Provisions” will survive any termination or expiration of this Agreement.
- Modification or Suspension of Services or this Agreement.
One Step reserves the right, for any reason, in its sole discretion to terminate, change, suspend or discontinue any aspect of the Services and/or Software (including, without limitation, content, features, hours of availability, or pricing), Your access to or use of the Services and/or Software, or remove any of Your content, at any time, for any reason or for no reason at all, without notice and without penalty. ONE STEP MAY, AT ANY TIME AND FROM TIME TO TIME, CHANGE THE TERMS OF THE AGREEMENT. ANY CHANGES WILL BE POSTED ON THE SITE AND IN THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS OF ANY MODIFICATION TO THIS AGREEMENT, YOUR ONLY RECOURSE IS TO CEASE USING THE SERVICES AND/OR SOFTWARE. CONTINUED USE OF THE SERVICES AND/OR SOFTWARE BY USER WILL CONSTITUTE COMPLETE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT POSTED ON THE SITE OR IN THE SOFTWARE. In the event of any termination of this Agreement, any provisions which by their nature show they were intended to survive, including without limitation, provisions relating to ownership, confidentiality, indemnification, disclaimers and limitations of liability shall survive any such termination.
- Third Party Contractors.
Your third party contractors may access and use the Software, provided that they do so solely for Your benefit, they agree to use the Software solely in accordance with the terms of this Agreement, and You agree to remain liable to Us for any breach by Your contractors of this Agreement.
- Software Services.
This Agreement does not entitle You to any upgrades or maintenance, technical, or other services for the Software, which You may be required to purchase separately. We may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your mobile device settings, when Your mobile device is connected to the internet either: (a) the Software will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.
- Consent to Internet-based Services.
The Software contains features that connect to the Site. In most cases, You will not receive a separate notice when they connect. By using the Software, You consent to the transmission of this information. The Software uses Internet protocols that send Your login and password to verify Your identity, and other data You enter during Your use of the Services back to the Site and Software. These protocols are to ensure that You are a properly licensed user of the Software. The Software also contains an update feature that can obtain appropriate Software updates and related new content and install them on Your mobile device. When this occurs these features send to One Step information on the type of operating system, version of the Software You are using and type of browser You are using. This feature is to ensure that You are receiving updated content as appropriate to maximize Your experience with the Software. The Software and the Services also contain features that communicate certain information about the person using the Software to One Step. This enables us to record and process that information to provide You with aggregated information, such as comparisons with previously collected information. We may sometimes use this information, in an aggregated non-personal form, to assist us in updating and modifying, or to provide reports or information about, our products and services.
- Medical/Client Records.
The parties agree to comply with all state and federal Client confidentiality and privacy laws regarding medical/Client records. If You are a Treatment Provider, the parties shall fully comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the California Medical Information Act (“CMIA”), and all implementing regulations issued pursuant thereto, as may be amended from time to time and all confidentiality rules and legal restrictions placed on medical/Client records. If You are not a covered entity uner HIPAA, We have no obligation to comply with HIPAA.
- Client Information.
You represent and warrant that You will, at all times, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Client information, and require all persons or entities under Your direction or control to comply with such laws. You are at all times solely responsible for obtaining and maintaining all Client consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Client information that You transmit, store, or receive in connection with the Software and Services. We expressly do not assume any responsibility for Your use or misuse of Client information or other information.
- Medical/Client Records.
You agree to defend and indemnify One Step, its officers, directors and employees from and against any claims that arise from or relate to Your breach of Sections 3, 12 or 16.
- Disclaimer of Warranty.
You understand that the Software and Services may not accurately process the data You provide about Yourself, and the reports provided through the Software or the Services, if any, may not be accurate, including Client location data. One Step is not obligated to update or modify, in any manner, this or any later version of the Software or the Services. Furthermore, One Step is not responsible to provide any support to You in connection with Your use of the Software or the Services. To the maximum extent permitted by applicable law, One Step and its suppliers provide the Services, and any technical advice or support services related thereto, AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of non-infringement, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the Services and the provision of or failure to provide technical or other support services.
- Limitation On Liability.
- In no event shall One Step or any One Step parties be liable for any direct, indirect, consequential, incidental, exemplary, punitive special damages or any damages whatsoever whether arising from breach of warranty, breach of contract, negligence or any other legal theory, whether in tort or contract, even if such party has been apprised of the likelihood of such damages occurring, including without limitation, damages from interruption of business, loss of income or opportunities, loss of use of the service, loss of data, cost of recreating data or cost of capital. Your sole and exclusive remedy for any harm under this Agreement shall be to cease using the Services. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to certain users.
- You and Your Clients should not rely upon the Software, Site or communications sent in an emergency or serious or life threatening situations. In such situations, Clients should seek immediate medical attention and/or call 911.
- One Step does not guarantee that Client location tracking services will work or that messages will be sent or received if the Client turns off location tracking services and does not guarantee that there will not be outages.
- Provider Disclaimer.
All Providers using the Software and Services are independent persons and not partners, agents or employees of Ours. You acknowledge and agree that we have no control over Your quality, knowledge, or legality. We are not liable for Your acts, errors, omissions, representations, warranties, conditions, breaches or negligence or for any personal injuries, death, property damage or other damages or expenses resulting therefrom.
- General Provisions.
- Entire Agreement.
This Agreement constitutes the entire agreement among the parties related to the subject matter hereof and supersedes all prior agreements, understandings, and letters of intent relating to the subject matter hereof.
All notices, requests, demands or consents hereunder shall be in writing and shall be deemed given and received when delivered, if delivered in person, or four (4) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, or one (1) day after being sent by overnight courier such as Federal Express, to and by the parties at the addresses provided during registration.
- Governing Laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law or choice of law provisions or decisions
This Agreement shall not be assignable by You without Our express written consent.
- Attorneys’ Fees and Other Costs of Dispute.
If any dispute, arbitration or legal action (including declaratory relief) is brought by one party against the other party to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to collect from the other party all costs, out-of-pocket litigation expenses and court costs (including reasonable legal fees and expenses) incurred by or in connection with such action or proceeding (including any appeals thereof).
Failure on the part of a party to complain or take action with respect to any act or omission which constitutes a breach on the part of the other party, no matter how long such action or non-action may continue, shall not constitute a waiver by the non-complaining party of any of its rights under this Agreement. No waiver of any of the provisions of this Agreement by a party shall be construed as a waiver of any of the other provisions of this Agreement. A waiver, at any time, of any provision(s) of this Agreement shall not be construed as a waiver, at any subsequent time, of the same provision(s). No extension of time for performance of any obligation or act under this Agreement shall be deemed to be an extension of the time for performance of any other obligation or act. All waivers shall be in writing signed by the party waiving such right.
- Binding Effect.
Subject to the provisions set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and upon their respective successors and assigns.
If anyone or more of the provisions of this Agreement is adjudged to any extent invalid, unenforceable, or contrary to law by a court of competent jurisdiction, each and all of the remaining provisions of this Agreement will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
- Force Majeure.
Any party shall be excused for failures and delays in performance of its respective obligations under this Agreement due to any cause beyond the control and without the fault of such party, including without limitation, any act of God, war, terrorism, bioterrorism, cyberterrorism, riot or insurrection, law or regulation, strike, flood, earthquake, water shortage, fire, explosion or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities. This provision shall not release such party from using its best efforts to avoid or remove such cause and such party shall continue performance hereunder with the utmost dispatch whenever such causes are removed. Upon claiming any such excuse or delay for non-performance, such party shall give prompt written notice thereof to the other party, provided that failure to give such notice shall not in any way limit the operation of this provision.
- Entire Agreement.
- U.S. Government End Users.
The Site, Services, and Software are “commercial items” as that term is defined in 48 C.F.R. § 2.101, consisting of “commercial computer application” and “commercial computer application documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through 227.7202-4 as applicable, all U.S. Government End Users access the Site, Services, and Software with only those rights set forth in this Agreement.