In accordance with the terms and conditions of this agreement (this "Agreement"), PortPro Technologies, Inc. ("PortPro Technologies") agrees to provide you (“User”) with the Software identified, described, and available online at https://www.portpro.io or https://app.portpro.io, on a “Software as a Service” basis. As amended from time to time, these Terms of Service, along with PortPro Technologies Privacy Policy, any signed Contract Documents (“Agreement(s)”), and any other terms and policies referenced herein, constitute a legally binding contract between PortPro Technologies and User.

Licensing Terms

Licensing Terms

Licensing Terms

2.1. A non-exclusive, non-transferable, limited license from PortPro Technologies is granted to User, subject to the terms and conditions of this Agreement, to access the Software as a Service through the Internet and to use the Software as a Service solely for business purposes, in accordance with these terms.

2.2 It is prohibited for the user, directly or indirectly, to: attempt to reverse engineer, decompile, disassemble or otherwise discover the source code or underlying technologies, ideas, or algorithms; alter, translate, or create derivative works based on Software as a Service; transfer rights to Software as a Service to anyone else, whether through rent, lease, distribution, sale, resale, assignment, or otherwise; remove proprietary notices from the SaaS; or distribute any evaluations of Software as a Service without PortPro Technologies’ prior written permission.

Fees

Fees

Fees

3.1 In accordance with the terms of this Agreement and the applicable contract document, User must pay all fees, all of which are non-cancelable and non-refundable, due to PortPro Technologies. PortPro Technologies reserves the right to restrict access to the Software as a Service and support services without notice, using reasonable discretion.

3.2. We reserve the right to modify our fees at any time. This includes an automatic adjustment policy where, unless explicitly stated otherwise in a Contract Document or “Agreement”, SaaS fees will be subject to an automatic increase of 10% at the commencement of each renewal term. You will be notified at least 30 days in advance before we apply any fee changes to your Services subscriptions. Unless otherwise set forth in a Contract Document, such changes will not affect the prices for Services during the then-current subscription term and will become effective upon your next renewal term that commences at least 30 days after our notification of the fee change.

3.2 We reserve the right to modify our fees at any time. This includes an automatic adjustment policy where, unless explicitly stated otherwise in a contractual document, SaaS fees will be subject to an automatic increase of 10% at the commencement of each renewal term. You will be notified at least 30 days in advance before we apply any fee changes to your Services subscriptions. Unless otherwise set forth in a contract document, such changes will not affect the prices for Services during the then-current subscription term and will become effective upon your next renewal term that commences at least 30 days after our notification of the fee change.

3.3 By entering into an Agreement beholden to these Terms of Service, User acknowledges that Software as a Service meets User’s current requirements and any future discovery of new requirements do not constitute a breach of this Agreement allowing for early termination and obligation to pay all fees due in accordance with the applicable Contract Document(s). In the event that the User’s requirements require creating software outside of the scope of the Software as a Service, the User may request in writing, a contract from PortPro Technologies that describes the changes to be made and PortPro will apply applicable fees associated with adding these requirements to the Software as a Service, or; User may make a request using the support ticketing system (using the feature request process) describing the desired enhancement to be made free of charge, but at no agreed upon timeline. In either case, these requests may or may not be implemented at a time and discretion of PortPro Technologies, Inc. The development of the aforementioned changes, or decision by PortPro Technologies to refrain from implementing such changes does not result in a breach of this Agreement or these Terms of Service.

3.3 By entering into this Agreement, User acknowledges that Software as a Service meets User’s current requirements and any future discovery of new requirements do not constitute a breach of this Agreement allowing for early termination and obligation to pay all fees due in accordance with the applicable contract document. In the event that the User’s requirements require creating software outside of the scope of the Software as a Service, the User may request in writing, a contract from PortPro Technologies that describes the changes to be made and applicable fees associated with adding these requirements to the Software as a Service , or make a request using the support ticketing system (using the feature request process) describing the desired enhancement to be made free of charge. In either case, these requests may or may not be implemented at a time and discretion of PortPro Technologies, Inc.).

4.1 User acknowledges that PortPro Technologies owns all the copyright and intellectual property rights, titles and interests in and to the Software as a Service and PortPro Technologies’ website. PortPro Technologies shall exclusively own all rights, titles, and interests, including all related intellectual property rights, in and to any changes, modifications, alterations, and additions to the Software as a Service.

Third Party Software Rights and Use as SaaS

Third Party Software Rights and Use as SaaS

Third Party Software Rights and Use as SaaS

PortPro Technologies does not permit the use of third-party software in conjunction with the Software as a Service (unless explicitly described in our products guide or requested in writing by User to PortPro Technologies). The price of the Software as a Service does not include third-party products unless otherwise specified. In the event third-party software is approved and integrated into use by User, ensuring performance of such integrated software use is the responsibility of User and such other software provider; in such case, User acknowledges that PortPro Technologies shall not be responsible or held liable for the performance of the integrated software or any resulting impact on User’s business.

User Obligations

User Obligations

User Obligations

6.1. The following agreements are made between PortPro Technologies and Users:

6.1 The following agreements are made between PortPro Technologies and Users:

6.1.1. Rules of Conduct
As a User, you are solely responsible for your actions and the actions of your users while using the Software as a Service. Accordingly, User agrees to:

Comply with all laws and regulations governing the use of the Software as a Service based on their jurisdiction, including, but not limited to, all laws regarding the transmission of technical data;
Not to upload or distribute in any way files containing viruses, corrupted files, or anything else that may damage the Software as a Service;
Refrain from using the Software as a Service for illegal purposes;
Not interfere with or disrupt Software as a Service networks;
Refrain from posting, promoting or transmitting any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racist, or otherwise objectionable through the Software as a Service, except to create filters for which the Software as a Service is purchased;
Other than for the purposes of creating filters for which the Software as a Service is being purchased, not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and,
To comply with all terms of networks connected to the Software as a Service.

6.1.1. Rules of Conduct
As a User, you are solely responsible for your actions and the actions of your users while using the Software as a Service. Accordingly, User agrees to:

Comply with all laws and regulations governing the use of the Software as a Service based on their jurisdiction, including, but not limited to, all laws regarding the transmission of technical data;
Not to upload or distribute in any way files containing viruses, corrupted files, or anything else that may damage the Software as a Service;
Refrain from using the Software as a Service for illegal purposes;
Not interfere with or disrupt Software as a Service networks;
Refrain from posting, promoting or transmitting any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racist, or otherwise objectionable through the Software as a Service, except to create filters for which the Software as a Service is purchased;
Other than for the purposes of creating filters for which the Software as a Service is being purchased, not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and,
To comply with all terms of networks connected to the Software as a Service.

6.1.1. Rules of Conduct
As a User, you are solely responsible for your actions and the actions of your users while using the Software as a Service. Accordingly, User agrees to:

Comply with all laws and regulations governing the use of the Software as a Service based on their jurisdiction, including, but not limited to, all laws regarding the transmission of technical data;
Not to upload or distribute in any way files containing viruses, corrupted files, or anything else that may damage the Software as a Service;
Refrain from using the Software as a Service for illegal purposes;
Not interfere with or disrupt Software as a Service networks;
Refrain from posting, promoting or transmitting any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racist, or otherwise objectionable through the Software as a Service, except to create filters for which the Software as a Service is purchased;
Other than for the purposes of creating filters for which the Software as a Service is being purchased, not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and,
To comply with all terms of networks connected to the Software as a Service.

6.1.2. Promotions and advertising
Users may engage in correspondence or transactions with third parties which mention PortPro Technologies. User hereby acknowledges and agrees that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence, promotions, or transactions are solely between User and such advertiser. PortPro Technologies shall have no liability, obligation or responsibility, whatsoever, arising out of or in connection with any such correspondence, promotions or transactions.

6.1.3. Links
Links to other websites or resources may be provided by the Software as a Service. Neither PortPro Technologies nor its affiliates are responsible for the availability of such external sites or resources, nor are they responsible or liable for any content, advertising, products, services, or other materials on or available from such sites or resources. PortPro Technologies shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

6.2. By using our Software as a Service Products, you agree to allow your business to be listed in the drayOS (carrier solution, broker solution) app store, which is accessible to carriers & brokers in our network of customers. This may enable carriers or brokers to discover and access your business information, which could potentially lead to business opportunities for you.

6.2 By using our Software as a Service Products, you agree to allow your business to be listed in the drayOS app store, which is accessible to carriers in our network of customers. This may enable carriers to discover and access your business information, which could potentially lead to business opportunities for you.

6.3. By using our Software as a Service Products, you agree to allow your business to be used in promotional and marketing related communications and materials, including but not limited to your various PortPro Technologies websites, blog posts, social media, etc.

6.3 By using our Software as a Service Product, you agree to allow your business to be used in promotional and marketing related communications and materials, including but not limited to your various PortPro Technologies websites, blog posts, social media, etc.

User Data

User Data

User Data

7.1. User owns all data sent or transmitted to PortPro Technologies, entered into Software as a Service, or assigned to User by PortPro Technologies (“User Data”). User Data will not be edited, deleted, or disclosed by PortPro Technologies except as permitted in accordance with this Agreement, or if PortPro Technologies is required to do so by law, or finds it necessary to do so to protect and defend any of its rights or property.

7.2. PortPro Technologies will maintain and enforce information security procedures for the protection of User Data, including commercially reasonable administrative, physical, and technical measures designed to

Protect the confidentiality, availability and integrity of User Data,
Restore the availability of User Data in a timely manner in the event of a physical or technical incident, and
Ensure the proper disposal and destruction of User Data.

PortPro Technologies will notify the User, as required by applicable law, of any actual or reasonably suspected breach of security known to us that has resulted in, or creates a reasonable risk of, unauthorized access to User Data without undue delay, consistent with the legitimate needs of law enforcement and with any measures necessary to determine the scope of the breach and to restore the integrity of the Software as a Services.

Protect the confidentiality, availability and integrity of User Data,
Restore the availability of User Data in a timely manner in the event of a physical or technical incident, and
Ensure the proper disposal and destruction of User Data.

Protect the confidentiality, availability and integrity of User Data,
Restore the availability of User Data in a timely manner in the event of a physical or technical incident, and
Ensure the proper disposal and destruction of User Data.

7.3. PortPro Technologies may utilize and publish aggregate statistics about users of the Software as a Service such as usage patterns or traffic patterns, to third parties; but agrees to not utilize or publish personally identifiable information.

7.4. During a service or technical problem, PortPro Technologies may access User Data. User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User Data. PortPro Technologies will not be held liable in the event any User Data is deleted, corrected, destroyed, lost, infringed upon, or fails to be stored through the Software as a Service, unless PortPro Technologies has acted willfully to cause the resulting failure or acted in grossly negligent manner.

7.4.1. Use of 'Lite' Product

7.4.1.1 The ‘Lite’ Product (“Carrier Portal, drayOS Lite, etc.”) is provided free of charge and is intended for basic use. It is often used as an extension for 3rd parties connected to other products PortPro Technologies, Inc. offers.

7.4.1.2 Paid users of our other products ("Paid Products") may connect to the Lite Product for additional functionality.

7.4.2. Data Accuracy Disclaimer

7.4.2.1 The Lite Product is provided "as-is" and "as available," with no warranties of any kind, either express or implied.

7.4.2.2 PortPro does not warrant that the data accessible through the Lite Product is accurate, complete, reliable, current, or error-free.

7.4.2.3 Users of the Lite Product, including those connecting through Paid Products, acknowledge and agree that they assume full responsibility for their use of the data and for any decisions or actions taken based on that data.

7.4.3. Limitation of Liability

7.4.3.1 To the fullest extent permitted by law, PortPro shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of, or inability to use, the Lite Product or any data therein.

7.4.3.2 This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not PortPro has been informed of the possibility of such damages.

7.5. User shall be responsible for compliance with all obligations imposed by all applicable privacy laws, including any relevant legislation that may be enacted from time to time. User shall indemnify, defend and hold PortPro Technologies harmless from and against any third party claims against PortPro Technologies resulting from the use and disclosure by PortPro Technologies of User Data consistent with the terms of this Agreement.

7.6. PortPro Technologies is not obligated to retain User Data after the term of this Agreement has expired. PortPro Technologies may, but is not obligated to retain Historical User Data in retrievable form for a maximum of three-hundred sixty five (365) days during the term of this Agreement or after expiration or termination of this Agreement. User may request, in writing, for PortPro Technologies to retain Historical Data beyond three-hundred sixty five (365) days for a mutually agreed upon fee and on the basis of discretion.

7.6.1. PortPro Technologies may also destroy and reserve the right to all copies of your data in our possession or control within thirty (30) days notice of termination.

7.7. PortPro Technologies may collect data from Users' interaction with our Services, including metadata, performance metrics, and usage trends ("Usage Data"). We may use Usage Data for legitimate business purposes. However, except for purposes of providing or billing for Services, assisting with the administration of Third-Party Services you subscribe to, or as required by law, any external disclosure of Usage Data by PortPro will be in aggregated form. This aggregation ensures that the data does not and cannot identify you. Furthermore, in accordance with our obligations under Sections 10 and 12, PortPro Technologies may utilize Usage Data for product research, development, and innovation.

Obligations of PortPro Technologies

Obligations of PortPro Technologies

Obligations of PortPro Technologies

8.1. PortPro Technologies warrants that the Software as a Service will perform in accordance with its functional specification under normal use and circumstances for the Software as a Service provided in accordance with this Agreement. If there is a material breach of the above warranty, PortPro Technologies’ entire liability and User’s exclusive remedy shall be, at PortPro Technologies’ sole discretion, to adapt the Software as a Service to meet User’s functional requirements and/or provide a reasonable workaround to substantially meet User’s functional requirements.

8.2. The Software as a Service is provided “As Is”, “As Available”. Regardless of whether they are express or implied, PortPro Technologies disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties.

8.3. As User is responsible for the input of User Data and the level of risk assigned to such User Data in order to create the filters using the Software as a Service, PortPro Technologies makes no warranty as to the results that may be obtained from use of the Software as a Service or as to the accuracy or reliability of any content or information or payment transaction obtained or made by the Software as a Service.

8.4. PortPro Technologies also makes no warranty that the Software as a Service will be uninterrupted, timely, secure or error-free, or that defects in the services will be corrected in situations outside of PortPro Technologies’ control including, but not limited to, a force majeure as described in Subsection 16.6 of this Agreement. User agrees that it shall be solely responsible to provide an alternate backup or failover content filtering system that is suitable to User’s needs and which can be promptly activated in the event that the availability of the Software as a Service is disrupted for any reason. Without limiting the terms of this Section 8, Sections 14 and 15, or Subsection 16.6 of this Agreement, in the event that the availability of the Software as a Service is disrupted for longer than one (1) hour as the direct result of a cause that is within the reasonable control of PortPro Technologies, then User may, within thirty (30) days of such disruption, provide a written request to PortPro Technologies for a credit against the amounts due under this Agreement. Upon receipt by PortPro Technologies of such a written credit request, PortPro Technologies shall, for User’s next billing cycle, provide a credit to User of the equivalent of one (1) day of use of the Software as a Service for each day that the availability of the Software as a Service was disrupted for longer than one (1) hour as the direct result of a cause that was within the reasonable control of PortPro Technologies.

Support Services

Support Services

Support Services

9.1. PortPro Technologies will provide support services. For the Services in use by User during the term of the Agreement, PortPro Technologies shall provide User with Support Services as outlined and limited by the below, and as updated from time to time in the below description.

9.1.1. Email Support.

Email Support shall comprise email access and response between the hours of 8AM and 8PM, 10:30pm and 8am (following day) Eastern Time, Monday through Friday (excluding Major U.S. and India federal holidays);

9.1.1. Email Support.

9.1.2. Chart Support.

Chat Support which shall comprise live support chat between the hours of 8AM and 8PM, 10:30pm and 8am (following day) Eastern Time, Monday through Friday (excluding Major U.S. and India federal holidays);

9.1.2. Chart Support.

9.1.3 Exclusions.

In addition to support services, no diagnosis or correction shall be provided for errors caused by:

Modifications made by anyone other than PortPro Technologies to the Software as a Service;
Minor defects affecting the use of the Software as a Service but not significantly;
Incorrectly or improperly using Software as a Service;
The failure by User to implement remedies recommended by PortPro Technologies regarding errors identified; and
Using the Software as a Service for non-designated purposes.

9.1.3 Exclusions.

In addition to support services, no diagnosis or correction shall be provided for errors caused by:

Modifications made by anyone other than PortPro Technologies to the Software as a Service;
Minor defects affecting the use of the Software as a Service but not significantly;
Incorrectly or improperly using Software as a Service;
The failure by User to implement remedies recommended by PortPro Technologies regarding errors identified; and
Using the Software as a Service for non-designated purposes.

9.1.3 Exclusions.

In addition to support services, no diagnosis or correction shall be provided for errors caused by:

Modifications made by anyone other than PortPro Technologies to the Software as a Service;
Minor defects affecting the use of the Software as a Service but not significantly;
Incorrectly or improperly using Software as a Service;
The failure by User to implement remedies recommended by PortPro Technologies regarding errors identified; and
Using the Software as a Service for non-designated purposes.

9.1.4. Correction of Errors.

Correction of Errors. PortPro Technologies shall upon written request by User, provide diagnosis and rectification of errors, unless any such error results from any of the circumstances described in Subsection 9.1.3. PortPro Technologies will have sole discretion as to whether the reported error condition is a software defect, is reproducible, cannot be addressed using a workaround, and the timing for providing an update to the Software as a Service to address the reported error.

9.1.4. Correction of Errors.

9.1.5. Technical Support.

Providing answers to questions regarding the operation or set-up or configuration of the Software as a Service.
The diagnosis of errors, bugs and defect in the Software as a Service and rectification of such errors, patches and fixes in respect of the Software as a Service;
Any other support service offered to User by PortPro Technologies from time to time which PortPro Technologies may, at its sole discretion, designate as a support service; and
The issue of new releases of the Software as a Service.

9.1.5. Technical Support.

Providing answers to questions regarding the operation or set-up or configuration of the Software as a Service.
The diagnosis of errors, bugs and defect in the Software as a Service and rectification of such errors, patches and fixes in respect of the Software as a Service;
Any other support service offered to User by PortPro Technologies from time to time which PortPro Technologies may, at its sole discretion, designate as a support service; and
The issue of new releases of the Software as a Service.

9.1.5. Technical Support.

Providing answers to questions regarding the operation or set-up or configuration of the Software as a Service.
The diagnosis of errors, bugs and defect in the Software as a Service and rectification of such errors, patches and fixes in respect of the Software as a Service;
Any other support service offered to User by PortPro Technologies from time to time which PortPro Technologies may, at its sole discretion, designate as a support service; and
The issue of new releases of the Software as a Service.

9.1.6. User Obligations.

During the continuance of this Agreement, User shall:

Provide PortPro Technologies (so far as User is able) with a documented example of any Error in respect of which a request for diagnosis and rectification has been made under this Agreement;
Cooperate fully with PortPro Technologies’ personnel in the diagnosis of any error in the Software as a Service or the associated documentation and perform such tests of the Software as a Service as PortPro Technologies shall request in the evaluation of any request for support services by User;
Ensure that the administration functionality of the Software as a Service is used in a proper manner by competent trained employees only or by persons under their supervision;
Provide a list of steps taken to reproduce the Error condition and access to the User’s data as necessary to reproduce the Error condition; and
Save as otherwise expressly provided in this Agreement, not make any translation, adaptation, arrangement or any other alteration of the Software or Software as a Service or make any reproduction, distribution, communication, display or performance to the public of the results of such acts.

9.1.6. User Obligations.

During the continuance of this Agreement, User shall:

Provide PortPro Technologies (so far as User is able) with a documented example of any Error in respect of which a request for diagnosis and rectification has been made under this Agreement;
Cooperate fully with PortPro Technologies’ personnel in the diagnosis of any error in the Software as a Service or the associated documentation and perform such tests of the Software as a Service as PortPro Technologies shall request in the evaluation of any request for support services by User;
Ensure that the administration functionality of the Software as a Service is used in a proper manner by competent trained employees only or by persons under their supervision;
Provide a list of steps taken to reproduce the Error condition and access to the User’s data as necessary to reproduce the Error condition; and
Save as otherwise expressly provided in this Agreement, not make any translation, adaptation, arrangement or any other alteration of the Software or Software as a Service or make any reproduction, distribution, communication, display or performance to the public of the results of such acts.

9.1.6. User Obligations.

During the continuance of this Agreement, User shall:

Provide PortPro Technologies (so far as User is able) with a documented example of any Error in respect of which a request for diagnosis and rectification has been made under this Agreement;
Cooperate fully with PortPro Technologies’ personnel in the diagnosis of any error in the Software as a Service or the associated documentation and perform such tests of the Software as a Service as PortPro Technologies shall request in the evaluation of any request for support services by User;
Ensure that the administration functionality of the Software as a Service is used in a proper manner by competent trained employees only or by persons under their supervision;
Provide a list of steps taken to reproduce the Error condition and access to the User’s data as necessary to reproduce the Error condition; and
Save as otherwise expressly provided in this Agreement, not make any translation, adaptation, arrangement or any other alteration of the Software or Software as a Service or make any reproduction, distribution, communication, display or performance to the public of the results of such acts.

9.1.7. Payment.

Payment. PortPro Technologies may, without prejudice to any other rights and remedies it may have under this Agreement, cease providing support services until all amounts due and interest payable have been paid in full by User in the event that User fails to pay any amounts due pursuant to the terms of this Agreement within thirty (30) days of the due date.

9.1.7. Payment.

Accounts and Security

Accounts and Security

Accounts and Security

10.1 PortPro Technologies and User hereby agree to the following:

10.1.1. When User creates an Account, an Account is created for them, or is added to an Account and creates a user profile, User acknowledge that it User’s responsibility to ensure that User’s password remains confidential and secure and agrees that User is fully responsible for all activities that occur under such profile, including any integration or any other use of third-party products or services (and associated disclosure of data) in connection with the Software as a Service. User undertakes to promptly notify PortPro Technologies in writing of any unauthorized access or use of your Account.

10.1.2. Security; in order to assist in protecting customer data, PortPro Technologies agrees to implement appropriate security measures and procedures. Please refer to the PortPro Technologies Privacy policy found at portpro.io/privacy.

Fee Payment and Terms

Fee Payment and Terms

Fee Payment and Terms

11.1. User shall pay all fees or charges associated to its account and subscription(s) in accordance with the applicable Contract Document and billing terms in effect at the time a fee or charge is due and payable. User hereby agrees to a minimum of a one (1) year contract with PortPro Technologies; although aforementioned Contract Document(s) may state a longer term to be paid in accordance with the payment terms set forth in the same Contract Document. User must let PortPro Technologies know they will not be renewing their contract thirty (30) days in advance of the end of the then current term by emailing success@portpro.io If proper notice is not given, User will have agreed to another subsequent subscription term in accordance with the original Contract Document(s). PortPro Technologies and User hereby agree to the following:

11.1.1. Invoicing.
The applicable fees and any additional fees will be automatically charged to the payment method on file based on the effective date of the Contract Document(s).

11.1.2. Payment Method.
The User will designate a method of payment to be used for settling fees due under the subscription and in accordance with the Contract Document(s). The User will take responsibility to keep the payment detail current and allow for automated charges to the designated payment method.

11.1.3. Billing Errors.
In order to report a billing error, the user must contact PortPro Technologies in writing within thirty (30) days of the billing date. If notice is not received within 30 days, the billing amount will remain as is then current.

11.1.4. Billing Adjustments.

Subscription fees may be based on transaction values calculated on a monthly, quarterly, or annual basis (i.e. including but not limited to; Number of drivers, containers, loads, etc..). User’s fees shall be adjusted accordingly but shall not fall below the base subscription fee set in the Contract Document(s). Billing adjustments will be reflected in accordance with the payment terms in the Contract Documents.

11.1.4. Billing Adjustments.

11.1.5. Taxes.
Taxes on sales and goods and services are subject to provincial and federal sales and goods and services taxes where applicable. User shall be responsible for the payment of any taxes, duties or tariffs applicable to the products and services provided under this Agreement.

11.1.6. Interest.
Interest of 5% will accrue on all outstanding payment balances due but not paid within 30 days following the invoice date. PortPro Technologies reserves the right to pursue all legal and commercial avenues to collect any and all outstanding balances due under the applicable Contract Document(s).

Confidentiality

Confidentiality

Confidentiality

12.1. PortPro Technologies and User hereby agree to the following:

12.1.1. Parties’ Obligations.
Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement (“Confidential Information”). The parties hereby agree that Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party.

12.1.2. Exclusions.
Confidential Information shall not include any information that is:

Already known to the receiving party at the time of the disclosure;
Publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party;
Subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information;
Disclosable pursuant to section 7 of this Agreement;
Communicated to a third party by the receiving party with the express written consent of the other party hereto; or
Legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

12.1.2. Exclusions.
Confidential Information shall not include any information that is:

Already known to the receiving party at the time of the disclosure;
Publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party;
Subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information;
Disclosable pursuant to section 7 of this Agreement;
Communicated to a third party by the receiving party with the express written consent of the other party hereto; or
Legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

12.1.2. Exclusions.
Confidential Information shall not include any information that is:

Already known to the receiving party at the time of the disclosure;
Publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party;
Subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information;
Disclosable pursuant to section 7 of this Agreement;
Communicated to a third party by the receiving party with the express written consent of the other party hereto; or
Legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

11.1.3. Destruction or Return of Confidential Information.
Upon termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.

12.1.3. Destruction or Return of Confidential Information.

Upon termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.

Indemnification

Indemnification

Indemnification

13.1. User and PortPro Technologies agree to the following:

13.1.1. Infringement.
PortPro Technologies, at its own expense, will defend any claim brought by a third party against User to the extent that the claim is based on a claim that the Software as a Service, as used within the scope of this Agreement, directly infringes United States copyright or misappropriate any trade secret recognized as such under the laws of the United States. PortPro Technologies will pay those costs and damages finally awarded against User for any such claim that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action.

13.1.2. Conditions.
PortPro Technologies’ obligations under the preceding paragraph with respect to a claim are conditioned on:

User notifying PortPro Technologies promptly in writing of such claim;
User giving PortPro Technologies sole control of the defense of all such claims and any related settlement negotiations; and
User co-operating with PortPro Technologies in such defense (including, without limitation, by making available to PortPro Technologies all documents and information in User’s possession or control that are relevant to the infringement or misappropriation claims, and by making User’s personnel available to testify or consult with PortPro Technologies or its legal advisers in connection with such defense). If User settles any such claim without PortPro Technologies’ prior written approval, PortPro Technologies shall be relieved of all liability with respect to such claim.

13.1.2. Conditions.
PortPro Technologies’ obligations under the preceding paragraph with respect to a claim are conditioned on:

User notifying PortPro Technologies promptly in writing of such claim;
User giving PortPro Technologies sole control of the defense of all such claims and any related settlement negotiations; and
User co-operating with PortPro Technologies in such defense (including, without limitation, by making available to PortPro Technologies all documents and information in User’s possession or control that are relevant to the infringement or misappropriation claims, and by making User’s personnel available to testify or consult with PortPro Technologies or its legal advisers in connection with such defense). If User settles any such claim without PortPro Technologies’ prior written approval, PortPro Technologies shall be relieved of all liability with respect to such claim.

13.1.2. Conditions.
PortPro Technologies’ obligations under the preceding paragraph with respect to a claim are conditioned on:

User notifying PortPro Technologies promptly in writing of such claim;
User giving PortPro Technologies sole control of the defense of all such claims and any related settlement negotiations; and
User co-operating with PortPro Technologies in such defense (including, without limitation, by making available to PortPro Technologies all documents and information in User’s possession or control that are relevant to the infringement or misappropriation claims, and by making User’s personnel available to testify or consult with PortPro Technologies or its legal advisers in connection with such defense). If User settles any such claim without PortPro Technologies’ prior written approval, PortPro Technologies shall be relieved of all liability with respect to such claim.

13.1.3. Exclusions.
Notwithstanding the foregoing, PortPro Technologies shall have no liability or obligation with respect to any infringement or misappropriation claim based upon:

Any use of the Software as a Service not in accordance with this Agreement or for purposes not intended by PortPro Technologies; or
Any modification of the Software as a Service made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies.

13.1.3. Exclusions.
Notwithstanding the foregoing, PortPro Technologies shall have no liability or obligation with respect to any infringement or misappropriation claim based upon:

Any use of the Software as a Service not in accordance with this Agreement or for purposes not intended by PortPro Technologies; or
Any modification of the Software as a Service made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies.

13.1.3. Exclusions.
Notwithstanding the foregoing, PortPro Technologies shall have no liability or obligation with respect to any infringement or misappropriation claim based upon:

Any use of the Software as a Service not in accordance with this Agreement or for purposes not intended by PortPro Technologies; or
Any modification of the Software as a Service made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies.

13.1.4. Remedies.
If the Software as a Service becomes, or in PortPro Technologies’ opinion is likely to become, the subject of an infringement or misappropriation claim, PortPro Technologies may, at its sole option and expense, either:

Procure for User the right to continue to use the Software as a Service pursuant to this Agreement or
Replace or modify the Software as a Service to make them non-infringing; or

Terminate this Agreement and User’s right to use the Software as a Service and refund to User any unused pre-paid fees as of the date of termination.

Procure for User the right to continue to use the Software as a Service pursuant to this Agreement or
Replace or modify the Software as a Service to make them non-infringing; or

Terminate this Agreement and User’s right to use the Software as a Service and refund to User any unused pre-paid fees as of the date of termination.

Procure for User the right to continue to use the Software as a Service pursuant to this Agreement or
Replace or modify the Software as a Service to make them non-infringing; or

Terminate this Agreement and User’s right to use the Software as a Service and refund to User any unused pre-paid fees as of the date of termination.

13.1.5. By User.
User agrees to defend, indemnify and hold PortPro Technologies, its subsidiaries, officers, directors, employees, successors and assigns harmless from any claim, demand, damages, costs and expenses (including reasonable legal fees), arising from any third party claim against PortPro Technologies due to or arising out of:

Any use of the Software as a Service by User, its affiliates, employees agents, successors and assigns other than in accordance with this Agreement;
Any breach of this Agreement by User, its affiliates, employees agents, successors and assigns; and
Any unauthorized modification of the Software as a Service by User, its affiliates, employees, agents, successors and assigns, including any claims for intellectual property infringement arising therefrom.

Any use of the Software as a Service by User, its affiliates, employees agents, successors and assigns other than in accordance with this Agreement;
Any breach of this Agreement by User, its affiliates, employees agents, successors and assigns; and
Any unauthorized modification of the Software as a Service by User, its affiliates, employees, agents, successors and assigns, including any claims for intellectual property infringement arising therefrom.

Any use of the Software as a Service by User, its affiliates, employees agents, successors and assigns other than in accordance with this Agreement;
Any breach of this Agreement by User, its affiliates, employees agents, successors and assigns; and
Any unauthorized modification of the Software as a Service by User, its affiliates, employees, agents, successors and assigns, including any claims for intellectual property infringement arising therefrom.

Beta Program

Beta Program

Beta Program

PortPro Technologies may offer User’s the ability to participate in a Beta program and subscribe to a Software as a Service that is designated in Beta status. A Beta status indicates that the Software as a Service is still under development, is not intended to be fully functional, and is subject to errors that may render the Software as a Service unusable. The User accepts the following conditions for participating in the Beta program. All Software as a Service products designated as ‘Beta’ will be subject to the terms outlined in this section 14.

14.1.1. Feature Requests.
The Beta program is designed to allow the User to influence what features are important to them and the industry to meet the requirements necessary for intended use. PortPro Technologies may at their discretion implement these User requests in a time and manner as they determine appropriate.

14.1.2. Disruption of Use.
The Software as a Service in a Beta status is subject to errors or lack of functionality that renders the service unusable for an unknown period of time.

PortPro Technologies will use its best efforts to provide a workaround and resolve issues preventing the use of the service in a timely manner to mitigate the amount of time the service is unusable.

14.1.2. Disruption of Use.
The Software as a Service in a Beta status is subject to errors or lack of functionality that renders the service unusable for an unknown period of time.

PortPro Technologies will use its best efforts to provide a workaround and resolve issues preventing the use of the service in a timely manner to mitigate the amount of time the service is unusable.

14.1.2. Disruption of Use.
The Software as a Service in a Beta status is subject to errors or lack of functionality that renders the service unusable for an unknown period of time.

PortPro Technologies will use its best efforts to provide a workaround and resolve issues preventing the use of the service in a timely manner to mitigate the amount of time the service is unusable.

14.1.3. Loss of Data.
The Software as a Service in a Beta status may create conditions that result in the loss of some or all of the User data or render certain data to be no longer usable. The User is responsible for keeping current backups of their data and PortPro Technologies will use best efforts to assist the User in the recovery of their data loss.

14.1.4. Sole Remedy.
Users who choose to participate in a Beta Program understand the risks of working with Software as a Service in a Beta status and accept all known and unknown consequences associated with these risks. PortPro Technologies will use its best efforts to disclose all known risks prior to making the Software as a Service available to the User and to mitigate the impact of Loss of Data or Disruption of Use. The User’s sole remedy for any financial or operational impact related to the use of the Software as a Service in a Beta status is to provide a 30 day written notice to PortPro Technologies indicating their decision to opt out of the Beta program. PortPro Technologies will cancel any future obligations for payment of fees, discontinue the availability of the Software as a Service and return any confidential materials it may be in possession of. PortPro Technologies has no obligation for the return of fees paid prior to the notification to opt out of the Beta program.

14.1.5. Confidential Information.
Users who participate in a Beta Program accept that all information learned or shared while participating is confidential and are subject to the terms described in Paragraph 12. PortPro Technologies may wish to develop features based on information deemed to be confidential by the User and request written permission to do so. In the event the User accepts this request, the information will no longer be subject to the terms described in Paragraph 12.

Limitation of Liability

Limitation of Liability

Limitation of Liability

IN NO EVENT WILL PORTPRO TECHNOLOGIES OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM USER’S USE OF THE SOFTWARE AS A SERVICE, EVEN IF PORTPRO TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PORTPRO TECHNOLOGIES’ LIABILITY TO USER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER TO PORTPRO TECHNOLOGIES DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

Warranties

Warranties

Warranties

Subject to the exceptions set out elsewhere herein this Agreement, PortPro Technologies warrants that it will provide Software as a Service and perform support services using reasonable care and skill. Subject to the foregoing, all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the support services and any additional services are hereby excluded to the greatest extent permissible by applicable law.

Miscellaneous

Miscellaneous

Miscellaneous

17.1. Publicity.

PortPro Technologies may use User’s name as part of a general list of User’s and may refer to User as a user of the Software as a Services in its general advertising and marketing materials. Each party shall obtain the other party’s permission prior to using the other party’s name for any other marketing or promotional purposes. The parties agree that any press release or other public comments issued by either party relating to this Agreement, any dispute under this Agreement, or User’s subscription to or use of the Software as a Service, will be prepared jointly between PortPro Technologies and User and will be issued upon mutual agreement of the parties.

17.1. Publicity.

17.2. Notices.
All notices to PortPro Technologies shall be in writing and emailed to compliance@portpro.io and shall be deemed to have been duly upon confirmation of receipt.

17.3. Assignment.
This Agreement shall be binding on and shall insure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to wholly owned affiliates, User may not assign this Agreement without PortPro Technologies’ prior written consent, not to be unreasonably withheld. PortPro Technologies may assign this Agreement to any parent, subsidiary or affiliate or to any successor to its business, and PortPro Technologies may subcontract any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.

17.4. Governing Law.
The Software as a Service is governed by and constructed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within the State of New Jersey, without regard to its conflict of law principles. Any claim arising out of or related to this Agreement must be brought within one (1) year from the cause of action; otherwise, User agrees to be barred from bringing such claim.

17.5. No Waiver.
It is not intended that any waiver of any default, condition, or breach of this Agreement implies or constitutes a waiver of any other default, condition, or breach.

17.6. Force Majeure.
Either party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery, hacker attacks or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities.

17.7. Payment.
You agree to pay all charges or fees at the prices then in effect for your subscription, and you authorize us to charge your chosen payment provider for any such amounts upon subscribing to the Software as a Service. All contracts are non-refundable. If your subscription is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. Your cancellation will take effect at the end of the current contract term. If you are unsatisfied with our services, please email us at support@portpro.io. Your contract will automatically renew unless canceled 30 days prior to the end of the contract term.

17.1.1. Cancellation.
To cancel your service, you must submit a written request via email to success@portpro.io. This request must be received at least 30 days before the start of the next contract renewal. If we do not receive your cancellation request at least 30 days before the renewal date, you agree that the service will be automatically renewed for the same period of time as the initial term specified in the contract documents. Contracts may not be canceled or terminated early, as specified in section 3 of these PortPro Technologies Terms of Service.

17.8. Entire Agreement; Severability.
Entire Agreement; Severability. This Agreement, together with any applicable contract document, contains the entire agreement of the parties and supersedes any and all previous agreements with respect to the subject matter hereof, whether orally or in writing. Except as otherwise explicitly specified, this Agreement supersedes any terms printed on User’s purchase order or other applicable Contract Documents. In the event that any one or more of the provisions of this Agreement are invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

Professional Services

Professional Services

Professional Services

In accordance with the terms and conditions of any PortPro Technologies agreement (an “Agreement”), PortPro Technologies, Inc. (“PortPro”) agrees to provide you (“User”) (together referenced as the “Parties”) with the Professional Services (“Services”) identified, described, and available in the contract documents (the “Agreement”). These Services are contracted either under a Statement of Work (“SOW”) or as a packaged set of deliverables (“Standardized Professional Services Offering”). As amended from time to time, these Terms of Service, along with any other terms and policies referenced herein, constitute a legally binding contract between PortPro and User.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to perform the services described

In each Statement of Work, which is to be mutually executed by the Parties; or
In each Standardized Professional Services Offering referenced in contract documents accepted, completed and/or executed by the User. The Parties may enter into multiple Services engagements from time to time during the term of any Agreement and each Services engagement will be confirmed in a separate SOW if not covered by one of PortPro Technologies, Inc. Standardized Professional Services Offerings.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to perform the services described

In each Statement of Work, which is to be mutually executed by the Parties; or
In each Standardized Professional Services Offering referenced in contract documents accepted, completed and/or executed by the User. The Parties may enter into multiple Services engagements from time to time during the term of any Agreement and each Services engagement will be confirmed in a separate SOW if not covered by one of PortPro Technologies, Inc. Standardized Professional Services Offerings.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to perform the services described

In each Statement of Work, which is to be mutually executed by the Parties; or
In each Standardized Professional Services Offering referenced in contract documents accepted, completed and/or executed by the User. The Parties may enter into multiple Services engagements from time to time during the term of any Agreement and each Services engagement will be confirmed in a separate SOW if not covered by one of PortPro Technologies, Inc. Standardized Professional Services Offerings.

1.2 Change Orders
User may, at any time, request a modification to the Services to be performed under a SOW by delivering a written request to PortPro signed by your authorized representative, specifying the desired modifications (a “Change Request”). We will, within a reasonable time following receipt of a signed Change Request, submit to you a written:

Detailed description of the requested modifications agreed to by PortPro;
Estimate of the fees (as applicable) for the requested modifications agreed to by PortPro; and
Revised estimate of the time for performance of the Services (collectively, a “Change Order”). No Change Order will become effective, and we will not have any obligation to perform the Services as modified by the Change Order, until mutually agreed to by Parties.

Detailed description of the requested modifications agreed to by PortPro;
Estimate of the fees (as applicable) for the requested modifications agreed to by PortPro; and
Revised estimate of the time for performance of the Services (collectively, a “Change Order”). No Change Order will become effective, and we will not have any obligation to perform the Services as modified by the Change Order, until mutually agreed to by Parties.

Detailed description of the requested modifications agreed to by PortPro;
Estimate of the fees (as applicable) for the requested modifications agreed to by PortPro; and
Revised estimate of the time for performance of the Services (collectively, a “Change Order”). No Change Order will become effective, and we will not have any obligation to perform the Services as modified by the Change Order, until mutually agreed to by Parties.

1.3. Independent Contractor Status; No Agency.
PortPro, at all times, will be an independent contractor providing Services to you pursuant to this Agreement. Those performing Services on behalf of PortPro hereunder, will be employees or subcontractors of PortPro or our Affiliates. Our “Affiliates” are any corporation, firm, partnership or other entity that directly or indirectly controls, is controlled by, or is under common control with PortPro. Nothing in this Agreement will give User control over the manner in which PortPro, our Affiliates or any employee or subcontractor of PortPro or our Affiliate, provides such Services. Notwithstanding the foregoing, User agrees to provide PortPro or our Affiliates a safe and satisfactory work environment for our personnel, as well as other services or materials such personnel may reasonably request in order to perform the Services, including but not limited to, office space, internet access, internal documents, and data.

1.4. Personnel Suitability.
PortPro or our Affiliates will assign employees or subcontractors and may replace or change employees and subcontractors at PortPro’s sole discretion with other suitably qualified employees or subcontractors. Should User be reasonably dissatisfied with the performance of one of PortPro’s or our Affiliate’s employees or subcontractors, User may request, in writing, the replacement of that person; provided, however, before we will be required to remove such individual, we will have the reasonable opportunity to remedy such situation to the reasonable satisfaction of both Parties.

Fees

Fees

Fees

2.1. Fees and Expenses for Services Performed.
User will pay fees for the Services rendered as set forth in a Statement of Work or Contract Documents. If Standardized Professional Services Offerings are purchased for implementation purposes, fees are due immediately upon Agreement signature. Parties mutually agree upon all expenses for which User will reimburse PortPro, including travel expenses, living expenses, and any other expenses agreed upon.

2.2. Miscellaneous.

2.2.1. Time and Material.
If set forth in the SOW, Parties will mutually agree upon the Standard Hourly Rate and the Overtime Hourly Rate for the Services (all as defined in the SOW). Unless otherwise agreed upon in any applicable SOW, PortPro will provide User with an invoice on a monthly basis for fees relating to Services performed, such invoices will set forth an itemized listing of hours worked and all expenses incurred (for which you have agreed to reimburse us under this Section 2 and the SOW). This invoice is rendered based on a timesheet provided by PortPro to and approved by User. Unless User rejects the timesheet within five (5) business days after receiving it, Parties agree that User will be deemed to have automatically accepted the timesheet as correct.

2.2.2. Prepaid Fees.
Subject to your rights under this Agreement, any and all prepaid fees are non-refundable and, unless otherwise expressly stated in the SOW or contract documents. Services must be provided within six (6) months of invoice or the prepaid fees are otherwise forfeited. For the avoidance of doubt and, unless otherwise expressly stated in the SOW or contract documents, if the Services are not performed within the six (6) month period referenced herein, then, unless otherwise expressly stated, the performance of the Services thereafter will incur additional fees at the same rates.

2.3. Taxes.
You will pay, or reimburse, PortPro Technologies for all taxes, other than taxes based on our net income, that are due in connection with the Services, including sales and use taxes, GST, and/or VAT, if applicable.

2.4. Payment.
Payment for Standardized Professional Service Offerings are due at contract signing. Unless otherwise agreed upon, payment of an invoice related to SOW work, will be due within thirty (30) days from the invoice date. Without limiting or foregoing any other rights or remedies available for your delinquency in payment of amounts owed by you hereunder, you will pay a default interest rate of eighteen percent (18%) per annum, or as permitted by applicable law, for any fee not paid by the due date, and all reasonable expenses incurred by us in enforcing this Agreement, including but not limited to, all collection costs and all expenses of any legal proceeding related thereto and all related attorneys’ fees incurred in connection therewith.

Work Product

Work Product

Work Product

3.1. Except as stipulated otherwise in the SOW or contract documents, all inventions (whether or not patentable), discoveries, improvements, trade secrets, know-how, designs, formulas, processes, techniques, algorithms, information, ideas, software, object code, source code, computer programs, interfaces and/or other copyrightable subject matter developed pursuant to the SOW and created for User by PortPro (“Work Product”) will be owned by PortPro. User will have the right to use the Work Product for internal purposes only unless otherwise agreed to in writing between the Parties.

3.2. Work Product will not include any enhancement, customization, error correction, or other modification to any of PortPro commercially available products licensed to User under a separate product license agreement.

3.3. “Client Materials” for the purpose of this Agreement means any and all software and/or other works of authorship, independently developed by User or a third party outside of the Services, whether owned by User or said third party, and delivered or otherwise provided by User to PortPro as required to facilitate our performance of the Services. User will be responsible for, and assume the risk of, any problems resulting from, the content, accuracy, completeness, consistency, facilitation, or provision of all such Client Materials supplied to PortPro by User. User retain ownership of all right, title and interest in the Client Materials, and all intellectual property rights therein. All rights in the Client Materials not expressly granted to PortPro in this Agreement or SOW are reserved to User or your licensors, and except as expressly granted by User under this Agreement, no licenses in the Client Materials are granted to PortPro. User grant, and warrant that you have the right to grant, to PortPro a temporary, royalty-free, non-exclusive license or sublicense to use, reproduce and modify Client Materials in the performance of Services and for no other purpose.

3.4. PortPro will have a perpetual, non transferable, paid-up, worldwide right and license to use, copy, modify, and prepare derivative works based on the Work Product (“Derivative Works”) provided by PortPro to User hereunder as specified in the SOW or contract documents. User agree that PortPro will be the sole owner of any intellectual property rights to such Derivative Works.

3.5. This Agreement will not preclude PortPro from developing materials outside of this Agreement, including but not limited to Derivative Works that are competitive, irrespective of their similarity to materials that may be delivered to you pursuant to this Agreement. Nothing in this Agreement will be construed as precluding or limiting in any way PortPro’s right to provide consulting, development, or other services of any kind or nature whatsoever to any individual or entity as PortPro in our sole discretion deems appropriate.

Termination of Standardized Professional Services Offerings

Termination of Standardized Professional Services Offerings

Termination of Standardized Professional Services Offerings

4.1. Standardized Professional Service Offerings are non-cancelable and non-refundable. Termination of the Professional Service Offerings occur when the list of defined deliverables outlined in a project plan have been completed. Early termination of the Services deliverables may occur under conditions described in 4.2 and 4.3 below.

4.2. Standardized Professional Services Offerings are designed to be delivered and completed in 60 or less days. At the initiation of the Service a PortPro Account Manager will review with User a project plan outlining a list of deliverables that both User and Portpro will be responsible for and the amount of time allocated for each deliverable. Both parties will mutually agree to a set and specific calendar for the individual deliverables to be started and completed. Maintaining the agreed to calendar is critical to the success of the Service delivery to insure both parties have the necessary resources available. Rescheduling of various deliverables will be accommodated with a minimum of 7 day advance written notice. Failure to provide such notice 5 or more times may result in an early termination of Service delivery and forfeiture of pre-paid funds at the discretion of PortPro, if determined that User are unreasonably delaying Service delivery.

4.3 Unless otherwise agreed to by PortPro, the total calendar duration of the project plan will not exceed 60 days. All undelivered services will be forfeited or may, at the discretion of PortPro, be completed for additional agreed to fees and schedule.

Termination of Individual SOWs

Termination of Individual SOWs

Termination of Individual SOWs

5.1. Unless otherwise specified in the SOW, Parties will have the right to terminate any SOW, with or without cause, at any time prior to the completion of the Services set forth in such SOW by giving the other party thirty (30) days prior written notice of such termination (“Early Termination”).

5.2. Early Termination.

5.2.1. In the event of Early Termination by either party, you agree that User will pay all fees detailed under Section 2 hereof for all Services performed by PortPro up to and including the date of termination of the applicable SOW. User will also reimburse us for all expenses incurred by PortPro in the performance of Services under the applicable SOW and which are or would be due under Section 2 hereof if Early Termination had not occurred. PortPro acknowledge and agree that in the event of such Early Termination by either party, PortPro will not perform any unnecessary Services nor will PortPro incur any unreasonable expenses, but PortPro will perform only those Services and incur only those expenses necessary to fulfill our obligations under Section 1 hereof and this Section 5.2.

5.2.2. In the event of Early Termination of the SOW involving User prepayment of any applicable fees for the Services to be provided thereunder, User agree that only in the event of our termination in accordance with Section 4.1 herein are User entitled to a refund of any unused portion of any prepaid fees in accordance with the terms of an applicable SOW as of the effective date of the Early Termination.

5.3. User agrees to return to PortPro, as soon as reasonably possible upon the termination of this Agreement, any property of PortPro that is in User possession, including any program definitions, code, documentation, and other such material, in which PortPro did not specifically license or grant an ownership interest to User pursuant to Section 3 of this Agreement. PortPro agrees to return to User, as soon as reasonably possible upon the termination of this Agreement, any Client Materials then in PortPro’s possession.

Covenant Not To Hire

Covenant Not To Hire

Covenant Not To Hire

Parties agree that PortPro Technologies and User respective employees and subcontractors are a valuable asset to Parties respective organizations and are difficult to replace. Accordingly, during the term of the Agreement and for a period of seven hundred thirty (730) days following the termination of this Agreement, neither Party will solicit, whether directly or indirectly, the employment of any of the other party’s employees or subcontractors who are, or who were engaged or employed in the provision or receipt of the Services or in the performance of the Agreement without the prior written consent of the other party. If either party violates this Section 6, Parties agree that the violating party of this covenant will pay to the other party an amount equal to one (1) year of annual compensation for such employee or subcontractor, which amount will be payable at the time such action occurs.

Covenant Not To Disclose

Covenant Not To Disclose

Covenant Not To Disclose

7.1. Confidential Information. As used herein, "Confidential Information" will mean any and all data and information of any type or form relating to the business of either party which is or has been disclosed or otherwise becomes or has become known to the other party hereto as a result of the contractual relationship of the parties and which is not generally known to the public, including, but not limited to:

Customer files;
Customer lists;
Research plans;
The Work Product;
Service Provider Intellectual Property;
Service Provider Commercial Product Modifications;
Methods of design, procurement, manufacture, and distribution;
Personnel files;
Financial records;
Compensation arrangements with employees and subcontractors; and
Contracts with customers, suppliers, and other third parties.

7.1. Confidential Information. As used herein, "Confidential Information" will mean any and all data and information of any type or form relating to the business of either party which is or has been disclosed or otherwise becomes or has become known to the other party hereto as a result of the contractual relationship of the parties and which is not generally known to the public, including, but not limited to:

Customer files;
Customer lists;
Research plans;
The Work Product;
Service Provider Intellectual Property;
Service Provider Commercial Product Modifications;
Methods of design, procurement, manufacture, and distribution;
Personnel files;
Financial records;
Compensation arrangements with employees and subcontractors; and
Contracts with customers, suppliers, and other third parties.

Customer files;
Customer lists;
Research plans;
The Work Product;
Service Provider Intellectual Property;
Service Provider Commercial Product Modifications;
Methods of design, procurement, manufacture, and distribution;
Personnel files;
Financial records;
Compensation arrangements with employees and subcontractors; and
Contracts with customers, suppliers, and other third parties.

7.2 Confidentiality Obligations. Parties agree that the party to whom Confidential Information has been disclosed (the “Receiving Party”) by the other party (the “Disclosing Party”) or of which the Receiving Party has become aware by reason of the contractual relationship between the parties, will not, while the Services remains in effect and for a period ending on the earlier of five (5) years following the:

Completion of the Services;
Termination of the SOW;
Time when the Confidential Information becomes a part of the public domain through no act or omission by the ReceivingParty; or
Time when the Confidential Information is subsequently received by the Receiving Party from a third party free of any obligation of non-disclosure imposed on or by the third party, directly or indirectly, disclose to any person, firm, partnership, proprietorship, corporation, association, or other entity, use, or otherwise exploit for the Receiving Party’s benefit or for the benefit of any other person or entity (except as may be necessary in the performance of the Receiving Party’s duties or exercise of any license rights expressly granted to it hereunder), any Confidential Information. The Receiving Party may disclose the confidential information of the Disclosing Party as required by governmental or judicial order, provided the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure. The confidentiality obligations set forth in this Section 6 will not apply to any data or information independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Completion of the Services;
Termination of the SOW;
Time when the Confidential Information becomes a part of the public domain through no act or omission by the ReceivingParty; or
Time when the Confidential Information is subsequently received by the Receiving Party from a third party free of any obligation of non-disclosure imposed on or by the third party, directly or indirectly, disclose to any person, firm, partnership, proprietorship, corporation, association, or other entity, use, or otherwise exploit for the Receiving Party’s benefit or for the benefit of any other person or entity (except as may be necessary in the performance of the Receiving Party’s duties or exercise of any license rights expressly granted to it hereunder), any Confidential Information. The Receiving Party may disclose the confidential information of the Disclosing Party as required by governmental or judicial order, provided the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure. The confidentiality obligations set forth in this Section 6 will not apply to any data or information independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Completion of the Services;
Termination of the SOW;
Time when the Confidential Information becomes a part of the public domain through no act or omission by the ReceivingParty; or
Time when the Confidential Information is subsequently received by the Receiving Party from a third party free of any obligation of non-disclosure imposed on or by the third party, directly or indirectly, disclose to any person, firm, partnership, proprietorship, corporation, association, or other entity, use, or otherwise exploit for the Receiving Party’s benefit or for the benefit of any other person or entity (except as may be necessary in the performance of the Receiving Party’s duties or exercise of any license rights expressly granted to it hereunder), any Confidential Information. The Receiving Party may disclose the confidential information of the Disclosing Party as required by governmental or judicial order, provided the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure. The confidentiality obligations set forth in this Section 6 will not apply to any data or information independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.3. Return of Confidential Information.
Parties further agree that upon

Completion of the Services;
The termination of the SOW; or
The request of the Disclosing Party, the Receiving Party will not retain, without the prior written consent from the Disclosing Party, and will promptly deliver to the Disclosing Party, all Confidential Information and all originals and copies of all papers, data, files, and other documents or materials of any kind whatsoever that contain or are based upon any Confidential Information of the Disclosing Party, except that you may retain and continue to use any Service Provider Intellectual Property and/or Service Provider Commercial Product Modifications licensed to you pursuant to Section 3 subject to and in accordance with the terms and conditions hereof.

7.3. Return of Confidential Information.
Parties further agree that upon

Completion of the Services;
The termination of the SOW; or
The request of the Disclosing Party, the Receiving Party will not retain, without the prior written consent from the Disclosing Party, and will promptly deliver to the Disclosing Party, all Confidential Information and all originals and copies of all papers, data, files, and other documents or materials of any kind whatsoever that contain or are based upon any Confidential Information of the Disclosing Party, except that you may retain and continue to use any Service Provider Intellectual Property and/or Service Provider Commercial Product Modifications licensed to you pursuant to Section 3 subject to and in accordance with the terms and conditions hereof.

7.3. Return of Confidential Information.
Parties further agree that upon

Completion of the Services;
The termination of the SOW; or
The request of the Disclosing Party, the Receiving Party will not retain, without the prior written consent from the Disclosing Party, and will promptly deliver to the Disclosing Party, all Confidential Information and all originals and copies of all papers, data, files, and other documents or materials of any kind whatsoever that contain or are based upon any Confidential Information of the Disclosing Party, except that you may retain and continue to use any Service Provider Intellectual Property and/or Service Provider Commercial Product Modifications licensed to you pursuant to Section 3 subject to and in accordance with the terms and conditions hereof.

Limited Warranty

Limited Warranty

Limited Warranty

PortPro warrants that our or our Affiliate’s employees or subcontractors will perform the Services in a professional and workmanlike manner in accordance with professional industry standards and practices. As User sole remedy and PortPro’s sole liability for any breach of the limited warranty set forth herein, PortPro will not perform any nonconforming Services without additional charge.

PortPro HEREBY DISCLAIM AND EXCLUDE ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

PortPro does not warrant that the Services or any Work Product will be uninterrupted, error-free or secure, or that PortPro will correct all defects. Furthermore, PortPro will not be liable to User hereunder for any software that may be obtained by User from a third party or from PortPro other than the Work Product.

LIMITATION OF LIABILITY

LIMITATION OF LIABILITY

LIMITATION OF LIABILITY