These terms and conditions apply to the use by You of PA AAP WellCareTracker™. WellCareTracker™ is a Web-enabled end user application designed for use across the Internet. WellCareTracker™ enables users to document, monitor, and track preventive care and immunization service compliance by childcare programs and enrollees in accordance with national and state guidelines. WellCareTracker™ is provided and supported by the Pennsylvania Chapter of the American Academy of Pediatrics, a non-profit professional association, one of whose missions is to improve the immunization and routine health screening status of children. The logic rules built into the program are those of the nationally published standards of the American Academy of Pediatrics and the United States Public Health Service. WellCareTracker™ is a proprietary product of the PA AAP and the PA AAP consultant, Stuart Weinberg, MD. Please read these terms and conditions carefully. By using any part of the System You are deemed to have the right and authority to accept these terms and conditions and to have accepted these terms and conditions in their entirety on behalf of the company, partnership or other legal entity in whose name You have registered. We may revise these terms and conditions at any time by updating this document and posting it on Our Home Page (www.wellcaretracker.org). Any such modifications shall become effective immediately.

1. Definitions
   1. "AAP" means the American Academy of Pediatrics.
   2. "Annual Fee" means payment required for use of WellCareTracker™ for a period of 12 calendar months as specified in Section XII below.
   3. "Archive Hosting Fee" means the annual fee paid by You for storing and maintaining Your Data Set beyond the period specified in the Annual Service Agreement.
   4. "Basic Set-Up Fee" means the cost for setting up WellCareTracker™ as defined in Section XII below.
   5. "Basic Technical Assistance Package" means services that are provided by Us as defined in Section XII below.
   6. "Customer" means any corporate body, partnership or other legal entity that has entered into a contract or other arrangement with You for the maintenance and support of software and wishes to use WellCareTracker™ as part of such maintenance and support arrangement.
   7. "Data" means the information and other material entered by You onto the System.
   8. "Dataset" means all the information entered by You onto the System for a 1 year period of time.
   9. Downtime" means any time that the system is not operable due to Our technical difficulties.
   10. "Fee" means the fees and payment terms as set out in Sections V and XII below payable for the License and the Services exclusive of any sales or other tax.
   11. "Hardware" means the remote server that hosts WellCareTracker™.
   12. "HIPAA" means The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
   13. "License" shall have the meaning ascribed to it in Section II.
   14. "Optional Premium Technical Assistance Package" means services that can be obtained by You from Us in accordance with Section XII below.
   15. "PA AAP" means the Pennsylvania Chapter of the American Academy of Pediatrics.
   16. "Premium Fee" means payments described in Section V.
   17. "Premium Services" means the services provided as described in Section V.
   18. "Preventive Care Services" means pediatric health assessment and immunization services according to standards of the American Academy of Pediatrics.
   19. "Service Agreement" means the PA AAP WellCareTracker™ Software Terms and Conditions document.
   20. "Services" means the services to be provided in accordance with Section III.
   21. "Set-Up Fee" means charges associated with setting up WellCareTracker™ that may include costs and services that exceed those provided by the "Basic Set-Up Fee" and are described in Section XII below.
   22. "Software" means WellCareTracker™ or such amended or up-dated version of WellCareTracker™ that may replace it from time to time.
   23. "System" means the server hosting the Website, WellCareTracker™ and all technical infrastructures relating thereto.
   24. "User" means either an individual employed, engaged by or otherwise under contract with You, and who uses WellCareTracker™ under Your registration.
   25. "User ID" means the characters to be entered to gain authorized access to WellCareTracker™.
   26. "Website" means any or all of PA AAP WellCareTracker™ websites registered at multiple domain names including but not limited to http://www.wellcaretracker.com, http://www.wellcaretracker.org, http://www.wellcaretracker.net/ and their subsidiary URL's.
   27. "Working Day" means 9 am to 5 pm Monday to Friday EST excluding bank and public holidays in the USA;
   28. ("Us"/"We"/"Our") means PA AAP.
   29. "You", "Your", "Yours" means the undersigned other than the PA AAP.

2. License
   1. In consideration of Your undertakings contained herein, We hereby grant to You a non-transferable non-exclusive license to use WellCareTracker™ in accordance with these terms and conditions ("License"). You shall only use the WellCareTracker™ for Your internal business operation.
   2. You are entitled to access WellCareTracker™ over the Internet, to enter information into WellCareTracker™, and generate reports for administrative purposes and for the parents of the children whose data you enter into WellCareTracker™.
   3. All Data and all registration details shall be stored on Our Hardware.
   4. This License shall commence on the date You first use WellCareTracker™ and Services under these terms and conditions and shall continue unless or until terminated in accordance with Section X.

3. Provision of Services
   1. We shall provide WellCareTracker™, a software application that enables You to document, monitor, produce administrative reports, and track preventive care and immunization service compliance by children enrolled into your childcare program(s) in accordance with national and state guidelines.
   2. We shall provide for the duration of the License an e-mail helpdesk facility during the Working Day, including advice and assistance on issues relating to the use of WellCareTracker™. We shall use Our reasonable endeavors to provide an initial response within two Working Days to all queries received by Us.
   3. We shall make back up copies of the Data once in each Working Day and such back up copies shall be stored off site on a weekly basis. We shall not charge You for the retrieval of Your Data where the loss, deletion or distortion of Your Data arises or results from Our negligent act or omission.
   4. We cannot guarantee to provide and maintain the System continuously and without interruptions and faults and may also temporarily suspend availability of the System in order to upgrade, repair or maintain any aspects of the technological infrastructure of the System. We will use all reasonable endeavors, unless there is a problem requiring Our urgent and immediate attention, to carry out any such repair or maintenance work outside the Working Day to minimize any disruption to Your use of the System. At Your request, We will investigate any report of Downtime, and attempt to remedy any Downtime expeditiously. If We reasonably determine that all facilities, systems and equipment furnished by Us are functioning properly, and that Downtime arose from some other cause, We can continue to investigate the Downtime cause at Your request and expense for labor and materials cost for services actually performed at the usual and customary rates for similar services provided by Us to clients in the same locality.

4. Code of Conduct: You warrant, represent, and undertake to Us that:
   1. All material uploaded, displayed or transmitted by You when using WellCareTracker™ and/or the Website shall not be false, or infringe the rights, including those of privacy and confidentiality, of any person anywhere in the world;
   2. You will not use the System in such a way that disrupts, interferes with or restricts the use of the System by any third party. You will not use any information obtained from the System for any purpose other than to track, monitor and manage the receipt of Preventive Care Services by children enrolled into childcare programs;
   3. You will not reverse engineer, decompile, copy or adapt WellCareTracker™ or upload other codes or scripts relating to the System or transmit via the System any information that contains a virus, worm, trojan horse or other harmful or disruptive component; You accept that You are solely responsible for maintaining the confidentiality of Your personal logon user ID and You shall be responsible for any loss or damage arising as a result of, or in relation to, Your disclosure of Your User ID to any third party;
   4. You are responsible for the input, modification and deletion of Your Data.
   5. You will ensure that You do not exceed the space allocation (limits on numbers of sites, records, archival storage space, etc.) specified in Your Service Agreement.
   6. You will delete irrelevant, unnecessary or unwanted Data.
   7. You are responsible to assure that Your registration details are correct and You will keep them up to date and notify Us in writing of any change in such details;
   8. You will ensure that all Users of the System are aware of and abide by these terms and conditions.
   9. You will not remove in whole or in part any trademarks, copyright and other proprietary notices contained in or appearing on any material You download and/or print from the System;
   10. You recognize that the Internet is accessible to anyone with the appropriate technical capability and as such it is impossible to protect totally against the abuse of the System by third parties, including the introduction of a virus onto the System. You acknowledge that it is Your responsibility to satisfy Yourself that Your own information technology is protected against computer viruses and that Your connection to the System is secure.
   11. You shall document and promptly report all errors or malfunctions of the Hardware or Software to Us. You shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such errors or malfunctions have been reported to Us. Client shall properly train its personnel in the use and application of the Hardware and Software. You agree to indemnify and hold PA AAP harmless from any and all damages, costs and expenses (including reasonable attorneys' fees) arising from or related to the breach of the acceptable use policies (Code of Conduct) or other elements of the Terms of Service.

5. Payment (Note -- for specific fees, see XII below)
   1. You will pay the appropriate Fee(s) in advance prior to commencement of service for the first year, then in full 30 days prior to the start of each subsequent year thereafter for the License and Services ("Annual Fee") as stated in our Fee Schedule.
   2. We may from time to time introduce further Services for which there is an additional charge ("Premium Services"). If you wish to access Premium Services, you must pay an additional fee ("Premium Fee") determined according to the Current Charges, depending on which Premium Services are to be used. The Premium Fee is payable in advance 30 days prior to the start of said services. We may, at our discretion, permit access to the Premium Services to you for an introductory trial period without additional charge by written agreement.
   3. This contract shall constitute an invoice for the first year of the Agreement. Subsequently, we shall send You an invoice for the Annual Fee and any Premium Fee by email or by post. Whether or not You receive an invoice, You shall pay the relevant Fee as specified in V Payment shall be made by cash or check. PA AAP does not accept credit card payments.
   4. If We do not receive the Fee in accordance with this section, the Services will automatically be suspended in accordance with Section X. In this event, You may either recommence Your use of WellCareTracker™ and the Services under these terms and conditions on receipt by Us of Your payment of the Fee for that year within 30 days of payment being due; or give Us 30 days' written notice to terminate Your use of WellCareTracker™ the Services in accordance with Section X. If You fail to pay the Fee in accordance with Section V d) and You fail to notify Us of Your intention to terminate under Section X, We shall be entitled to terminate these terms and conditions and the License forthwith in writing and shall invoice You for all arrears in Fees due and payable.

6. Security
   1. We will provide You with a User ID for each individual specified in the Set Up Fee. This will enable You, or your designees to use WellCareTracker™ and the Services.
   2. You undertake and will procure that any individual to whom You issue a User ID will not disclose it to any unauthorized third party, and You will procure that all Users will take all reasonable precautions to prevent the loss or theft of the User ID. You will inform Us immediately upon Your becoming aware of any breach of security unauthorized use, loss or theft of the User ID.
   3. You represent and warrant that neither You nor your Users shall use the services other than in accordance with these terms and conditions. In particular You agree not to access or attempt to access unauthorized data or any unauthorized part of the Website, not to probe scan or test the vulnerability of the System or network system, and not to use any devices, software or routine to interfere with the proper working of the System.
   4. By registering Your details on this Website You are giving Your consent to Us to hold personal data which You provide to Us, including on Our server in the USA, for the purposes of the provision and billing of Services under these terms and conditions. We shall use all reasonable endeavors not to disclose this personal data to any third party without Your prior written consent.
   5. We assure that WellCareTracker™ complies with national and state standards on privacy and confidentiality of personal data.

7. Data Protection: Rights of PA AAP WellCareTracker™
   1. We own or are licensed to use all copyright, database rights, and all other intellectual property rights in and to WellCareTracker™ and the System, including the structure, design and layout of the System, all graphics, and the names PA AAP WellCareTracker™. You are entitled to access and use WellCareTracker™ in accordance with these terms and conditions. Any other use of any materials available on or forming part of the System, is subject to the prior written consent of PA AAP WellCareTracker™.
   2. This Agreement transfers to You neither title, ownership nor any proprietary or intellectual property rights to WellCareTracker™, documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith, or to any trademark, service mark, trade name, logo or other intellectual right of On-line Office, Inc. except for the rights expressly granted herein.
   3. We are entitled to make changes to the System that are necessary to comply with any applicable security or other legislative or regulatory requirements.
   4. We reserve the right but do not assume the obligation to inspect the content of the Dataset and any other material entered by You to ascertain compliance with these terms and conditions and We shall have the right to remove any material, information, or Data entered by You, which We consider to have been entered in breach of these terms and conditions.
   5. You will own all rights in and to the Dataset, but We shall have the right to access Your Dataset (on individuals and/or in the aggregate) for maintenance purposes, user training of You or Your authorized users, and to generate administrative reports consistent with applicable rules/regulations regarding privacy and security of personal data and HIPAA.
   6. You agree that You will not yourself, or through any parent, subsidiary, affiliate, employee, officer, director, agent or other third party write or develop any derivative software or any other software program based on WellCareTracker™ or any Confidential Information (as defined below)
   7. You provide to PA AAP a royalty-free license to any and all Data in perpetuity. The license survives the life of Your WellCareTracker™ Service Agreement.

8. PA AAP WellCareTracker™ Software warranties and limitations of liabilities
   1. We warrant that use of WellCareTracker™ in accordance with these terms and conditions does not infringe any copyright belonging to any third party. We shall indemnify You against any damages that are awarded to be paid to any third party in respect of a claim that the use of WellCareTracker™ in accordance with these terms and conditions infringes the copyright of the third party provided that You give Us immediate and complete control of the claim and do not prejudice Our defense of any claim in any way.
   2. We will maintain and provide the Services in accordance with these terms and conditions. However, You acknowledge that We are not and cannot be responsible for the networks nor for WellCareTracker™ and/or Services not being transmitted correctly or without interruption and shall not be liable to You for any failure to provide and to transmit all or any part of the Services or if You or any User cannot access WellCareTracker™.
   3. Except as expressly set out, all warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to merchantability, quality, fitness for purpose, performance or suitability for purpose) in respect of WellCareTracker™ and the System are hereby excluded to the fullest extent permitted by law.
   4. PA AAP or a third party will host the website. All benefits and features of the website host are passed on to You. These include but are not limited to:
      1. 99.9% uptime (at least)
      2. Daily data backups (RAID V)
      3. 100 amp power backup
      4. 24 hour multiple DS3 channels connected to an OC12 backbone (the equivalent of 403 T1 lines!)
      5. Dual 700Mhz+ Pentium III server (at least)
   5. If during this Agreement, We decide to change hosts, the above features will be pre-requisites for any new hosting provider.

9. Free Software Trial
   1. PA AAP may provide, at its sole discretion, access to WellCareTracker™ on a trial basis at no cost. If You elect to use WellCareTracker™ on a trial basis at no cost, You shall do so in accordance with these terms and conditions which shall apply in their entirety except for Sections V and XII (Payments and Fees). These sections will apply after the trial period expires. We shall notify you in writing of the length of the trial period and the trial period shall commence from the date of Your initial use of WellCareTracker™.
   2. On expiration of the trial period Your access and use of WellCareTracker™ will automatically be suspended unless You notify Us in advance in writing of Your intention to continue to use WellCareTracker™ in accordance with the Service Agreement Terms and Conditions and We receive Your payment of the Fee in respect of the year immediately following the free trial.
   3. Only one free trial of a set of services using WellCareTracker™ is available to You.

10. Termination
    1. These terms and conditions commence on the date of Your first use of WellCareTracker™ and the Services under these terms and conditions and shall continue thereafter unless terminated in accordance with the remainder of this section. We shall be entitled forthwith to suspend the Services without notice if You fail to pay the Fee in accordance with Section V and Section XII.
    2. Either party shall be entitled to terminate the License and these terms and conditions upon thirty days written notice. In the event of termination of these terms and conditions by You part-way through a year for which the Fee has been paid, You shall not be entitled to any refund of the Fee or part thereof and are liable to pay all outstanding Fees (if any).
    3. Immediately following termination of these terms and conditions for whatever reason, You shall cease to use the Services and You will no longer have access to the Data.
    4. The expiry or termination of these terms and conditions shall be without prejudice to any other rights or remedies which either party may be entitled to there under or at law and shall not affect any rights or liabilities which may have already accrued to either of the parties under these terms and conditions.
    5. In the event the relationship ends, We warrant and will provide You with your data exported in database form upon your written request.
    6. In the event of termination, You provide to PA AAP a royalty-free license to any and all Data in perpetuity. The license survives the life of Your WellCareTracker™ Service Agreement.
    7. If for any reason, through no fault of You, service is suspended and/or terminated prior to the end of the service period specified in the Service Agreement, PA AAP shall either extend service for the equivalent duration of outage/suspension or, at our discretion, refund the pro-rated value of Your Service Agreement fee.

11. General:
    1. The User is responsible for all data entry, report generation (print out using built-in commands) and distribution of reports.
    2. You shall not be entitled to assign, sub-contract, or otherwise deal with any of Your rights and obligations under these terms and conditions in whole or in part without Our prior, written consent.
    3. Any notice to be given under these terms and conditions shall be sent by first class post or e-mail to Our registered office. In respect of PA AAP WellCareTracker™ first class post or e-mail shall be sent to Our registered office or e-mail address as stated in the "About Us" section on the Website and in respect of You to the e-mail address or other address specified in the details provided by You when registering for the Services or as otherwise notified to us in writing or by e-mail. Any notice shall be deemed to have been made to the other party if sent electronically when transmitted and if posted on the second working day following posting, unless proved otherwise by the receiving party.
    4. If at any time any provision of these terms and conditions is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from these terms and conditions but the validity, legality and enforceability of the remaining provisions of these terms and conditions shall not be affected or impaired thereby.
    5. Failure by either party to exercise or enforce any right conferred by these terms and conditions against the other party shall not be or be deemed to be a waiver of any such right nor in any way prejudice any right of that party under these terms and conditions.
    6. These terms and conditions shall be governed by and construed and interpreted in accordance with US law and the parties hereby submit to the non-exclusive jurisdiction of the US Courts.
    7. Force Majeure: Neither Party shall be liable to the other for non-performance or delay in performance caused by anything beyond its reasonable control, including without limitation, 'acts of God', acts or omissions of the other, acts of government, war, or embargoes.
    8. These terms and conditions represent the entire agreement in relation to the subject matter of these terms and conditions between us and supercede all other agreements and representations made by either party whether oral or written (other than any representations made fraudulently).

12. Fees:
    • A one-time $25 Basic Set-Up Fee/per site that includes: i) registration of 1 site by data provided to Us by You plus, ii) activation of maximum of 2 users, iii) staff in-service. Additional users beyond 2 will be charged at $20/user. Additional sites will be charged at $10/site. You will provide the following information for each user: name, email address if possible, primary work site/address and the extent of WellCareTracker™ access for each user. For example, if You wish a specific user to have access to all Your data, that should be stated. On the other hand, if You wish a specific user to be able to access only those sites for which they have specific responsibility, then this should be stated.
    • Note - The Set-Up Fee is based upon estimates of work, time and travel required to set up the grantee sites, and set up user protected access for grantee administrators/clinical staff per grantee direction. The Basic Set-Up Fee includes one (1) in-service, User Manual (on-line and via e-mail), and 1 hour of telephone support/site for 30 days at no charge after initialization of WellCareTracker™. The Basic Set-Up fee is due in full prior to initiation of service. The Basic Set-Up Fee does not include any programming modifications required to satisfy Your unique requirements. The Basic Set-Up Fee does not include the Annual License Fee. These charges are described below.
    • Annual License Fee ($1.50/enrolled child annually based upon the licensed number of children) prepaid annually. The Annual License Fee purchases the following:
      • Maximum # of users = 2 or as specified in Set-Up fee.
      • Continuous, year to year data archive (storage of data not assessed for status reports).
      • Standard WellCareTrackerä Reporting Capability plus
      • Quarterly, Annual, aggregate, administrative reports by individual site.
      • Periodic software maintenance and update re: changes in annual recommendations for preventive care and/or immunizations
      • Basic Technical Assistance Package: PA AAP will provide a maximum of 1 hour of technical assistance to Your program from ECELS Helpdesk at no extra cost logged in increments of 30 minutes during first 30 days of each contract year; fee-based technical assistance from the ECELS Helpdesk is available after 30 days at maximum $30/hour. Technical assistance provided by Dr. Weinberg will be charged at $100/hour.
      • PA AAP will generate and e-mail to you an Invoice based upon information entered into the Information Request Form at www.wellcaretracker.org.
    • PA AAP staff is available to provide additional Training and Technical Assistance on-site at $500/day plus expenses, and materials cost.

Agreed by Authorized Representatives of the Parties:

Contracting Entity for You	PA AAP Contracting Entity for Us
Name (print)	Jerold M. Aronson MD Name (print)
___________________________________ By (signature)	___________________________________ By (signature)
Title	Health Consultant & Pediatric Advisor Title
Apr-24-2024 Date	___________________________________ Date