Terms of Service

Last updated October, 2025

- General Questions

SaaS (Software as a Service)

SaaS (Software as a Service)

SaaS (Software as a Service)

This Terms of Service Agreement (“Terms of Service,” and together with any applicable Supplemental Terms or Contract Documents, the "Agreement") is a binding contract between PortPro Technologies, Inc. ("PortPro Technologies") and you (“you” or “User”). This Agreement governs your access to and use of the services provided by PortPro Technologies, including, but not limited to, provision of access to the PortPro’s platform providing operational software for drayage carriers and drayage freight brokerages that are available online at https://www.portpro.io (the “Website”) or https://app.portpro.io (the “Application”), on a “Software as a Service” basis (collectively, the “PortPro Platform”) and any professional services as described in any Contract Document (“Professional Services,” together with PortPro Platform, the “Services”). For purposes herein, “Contract Document” means a separate written agreement executed between a User (or User’s employer or other organization who has authorized User to access the Services on such organization’s behalf) and PortPro Technologies.

THIS AGREEMENT TAKES EFFECT WHEN YOU SELECT THE “I ACCEPT” BUTTON, ACCESS OR USE THE SERVICES (AS DEFINED HEREIN) AND/OR EXECUTE A CONTRACTING DOCUMENT (THE “EFFECTIVE DATE”). BY ENTERING INTO THIS AGREEMENT, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

Licensing Terms

Licensing Terms

Licensing Terms

2.1. PortPro Technologies grants you a non-exclusive, non-transferable, limited license, subject to the terms and conditions of this Agreement, to access and use the Services and the technical materials provided by PortPro Technologies to User in hard copy or electronic form describing the use and operation of the PortPro Platform (“Documentation”) solely for internal business purposes, and subject to any restrictions set forth in the applicable Contract Document(s).

2.2 You may not, directly or indirectly: (a) make the Services available to, or use the Services for the benefit of anyone other than User; (b) upload, post, transmit or otherwise make available to the Services any content that (i) is unlawful or tortious, or (ii) PortPro Technologies does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) attempt to reverse engineer, decompile, disassemble or otherwise derive or determine the source code or underlying technologies, ideas, or algorithms; (d) modify, adapt, alter, translate, or create derivative works based on the Services; (e) transfer rights to the Services to anyone else, whether through rent, lease, sublease, distribution, sale, resale, assignment, or otherwise; (f) remove proprietary notices from the SaaS; (g) distribute any evaluations of Software as a Service without PortPro Technologies’ prior written permission; or (h) attempt to bypass any restrictions or limitations set forth in the Contract Document(s), including for purposes of avoiding or limiting the payment of fees required under the Contract Document(s).

2.2.1 It is prohibited for the User, directly or indirectly, to use the Software as a Service or any derived works for the purpose of developing or enabling a competing product, service, or solution. Any attempt to use the SaaS or its functionalities to build, assist, or enable a competitive offering, whether by reverse engineering, replication, or otherwise, constitutes a material breach of this Agreement.

2.3 Your use of, and participation in, certain features and functionalities of the Services, including, but not limited to, the receipt of any Professional Services, may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service, a Contract Addendum, Co-Term Agreement (“Contract Documents”) or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

Intellectual Property Rights

Intellectual Property Rights

Intellectual Property Rights

3.1 User acknowledges that the Services are the sole and exclusive property and Confidential Information of PortPro Technologies , including without limitation, all right, title, and interest, including all related intellectual property rights, in and to any changes, modifications, alterations, and additions to the Services. All rights not expressly granted to User in this Agreement are reserved by PortPro Technologies. Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the PortPro Platform, Documentation, or any part thereof.

3.1.1 User shall not claim ownership of or attempt to commercialize any features, modifications, enhancements, or derivative works of the Software as a Service, whether developed solely by PortPro Technologies, jointly with the User, or at the User's request.

3.1.2 Any breach of this provision may result in immediate termination of the Agreement without refund and may be subject to additional legal remedies, including but not limited to injunctive relief and claims for damages.

3.2. Both during and after the Term, PortPro Technologies may (a) use any suggestions, enhancement requests, recommendations or other feedback obtained in the course of providing the Services or otherwise provided by User, and (b) collect, use, and analyze data provided to PortPro Technologies or otherwise arising during the use of the Services, in order to improve and enhance the PortPro Platform, the Documentation and the Services and for other development, diagnostic and corrective purposes for those or other offerings of PortPro Technologies, and solely to the extent such data is aggregated or otherwise de-identified in a manner that does not identify User.

Third Party Services

Third Party Services

Third Party Services

4.1 The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of PortPro Technologies, and PortPro Technologies is not responsible for any Third-Party Services. PortPro Technologies provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Services.

4.2 With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

4.3. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) this Agreement is concluded between you and PortPro Technologies only, and not Apple, and (ii) PortPro Technologies, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between PortPro Technologies and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of PortPro Technologies.

(d) You and PortPro Technologies acknowledge that, as between PortPro Technologies and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You and PortPro Technologies acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between PortPro Technologies and Apple, PortPro Technologies, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(f) You and PortPro Technologies acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

User Conduct

User Conduct

User 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 Services 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 harmful code, viruses, corrupted files, or anything else that may damage the Services;
Refrain from using the Services for illegal purposes;
Not interfere with or disrupt the Services, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services;
Refrain from using any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services;
Refrain from posting, promoting or transmitting any User Data 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,
Comply with all terms of networks connected to the Services.

Comply with all laws and regulations governing the use of the Services 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 harmful code, viruses, corrupted files, or anything else that may damage the Services;
Refrain from using the Services for illegal purposes;
Not interfere with or disrupt the Services, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services;
Refrain from using any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services;
Refrain from posting, promoting or transmitting any User Data 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,
Comply with all terms of networks connected to the Services.

Comply with all laws and regulations governing the use of the Services 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 harmful code, viruses, corrupted files, or anything else that may damage the Services;
Refrain from using the Services for illegal purposes;
Not interfere with or disrupt the Services, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services;
Refrain from using any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services;
Refrain from posting, promoting or transmitting any User Data 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,
Comply with all terms of networks connected to the Services.

User Data

User Data

User Data

6.1. User owns any data or information provided or submitted by, or on behalf of, User for use in connection with the Services (“User Data”).

6.2. PortPro Technologies will maintain 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 Service.

6.2. PortPro Technologies will maintain 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.

6.2. PortPro Technologies will maintain 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.

6.3. 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.

6.4. User hereby grants PortPro Technologies a non-exclusive, worldwide, royalty-free, and fully-paid license during the Term to access, process, otherwise use the User Data in connection with the provision of the Services.

6.5. 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 Services, unless PortPro Technologies has acted willfully to cause the resulting failure or acted in grossly negligent manner.

6.6. 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.

6.7. 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 User Data beyond three-hundred sixty five (365) days for a mutually agreed upon fee and on the basis of discretion.

6.7.1. PortPro Technologies may also destroy all copies of your data in our possession or control within thirty (30) days notice of termination.

6.8. 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 Section 10, PortPro Technologies may utilize Usage Data for product research, development, and innovation.

Accounts

Accounts

Accounts

7.1. To use certain features of the Services, you first need to sign up with PortPro Technologies and create an account (“Account”). In some cases an account will be created for you or automatically. A “Lite Account” is an Account for User to use the Services free of charge and is only intended for basic use. A “Paid Account” is an Account for a User to connect to the Lite Product, among other features, functionality, and services; and access additional functionality on the Services for a fee pursuant to the applicable Contract Document.

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

User acknowledges that it is 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 Services. User undertakes to promptly notify PortPro Technologies in writing of any unauthorized access or use of its Account.

Fees and Payment Terms

Fees and Payment Terms

Fees and Payment Terms

8.1. 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. Payment obligations are non-cancelable and all amounts paid are nonrefundable except as otherwise agreed by PortPro Technologies in writing. PortPro shall have the right to audit User’s (or the signatory to the applicable Contract Document) books and records to confirm compliance with the payment obligations under the Contract Document, including as they relate to Users’ use of the Services hereunder. PortPro Technologies and User hereby agree to the following:

8.1.1. 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 applicable Contract Document(s).

8.1.1. 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 applicable Contract Document(s).

8.1.1. 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 applicable Contract Document(s).

8.1.2. 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.

8.1.2. Payment Method.

8.1.3. Billing Errors.

In order to report a billing error, 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.

8.1.3. Billing Errors.

8.1.4. 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. PortPro Technologies reserves the right to modify its fees at any time, including an automatic adjustment policy where, unless explicitly stated otherwise in a Contract Document, fees will be subject to an automatic increase of ten percent (10%) at the commencement of each renewal term. You will be notified at least 30 days in advance before PortPro Technologies applies any fee changes to your Services subscriptions related to renewal. Unless otherwise set forth in a Contract Document, and only in relation to contract renewal, 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.

8.1.4. Billing Adjustments.

8.1.5. Taxes.

The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges (“Taxes”), and User shall be responsible for the payment of any such Taxes arising from the payment of the fees or the Services provided under this Agreement.

8.1.5. Taxes.

8.1.6. Non-Payment.

Interest of 1.5% per month, or the highest rate permitted by applicable law, whichever, is lower, 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), including, without limitation, the right to discontinue the PortPro Platform and suspend User’s access to the Services.

8.1.6. Non-Payment.

Term and Termination

Term and Termination

Term and Termination

9.1. This Agreement will begin on the Effective Date and continue in full force and effect for as long as any Contract Document remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). The term of a Contract Document will begin on the effective date of the Contract Document and continue in full force and effect for the duration set forth on such Contract Document, unless earlier terminated in accordance with this Agreement (the “Initial Term”). The Contract Document will automatically renew unless PortPro Technologies provides written notice of non-renewal, or User submits a written request via email to success@portpro.io at least thirty (30) days prior to the renewal date (each, a “Renewal Term”).

9.2. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach (1) is incurable or, (2) if curable, remains uncured more than thirty (30) days after receipt of written notice of such breach. 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.

9.3. PortPro Technologies may at any time terminate its agreement with User if: (a) PortPro Technologies is required to do so by law (for example, where the provision of the Service to User is, or becomes, unlawful); (b) the provision of the Service to User by PortPro Technologies is, in PortPro Technologies’ opinion, no longer commercially viable; (c) PortPro Technologies has elected to discontinue the Service (or any part thereof); or (d) any Fees are more than thirty (30) days overdue.

9.4. Upon termination or expiration of this Agreement for any reason, User’s use of and rights to the Services and PortPro Platform shall cease and any amounts owed to PortPro Technologies under this Agreement will become immediately due and payable. Sections 2.2, 3, 8, 9.4, 10, 11, 13, 14.2, 14.3, 14.4 and 15 will survive expiration or termination of this Agreement.

Confidentiality

Confidentiality

Confidentiality

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

10.1.1. 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 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.

10.1.2. 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 6 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.

10.1.2. 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 6 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.

10.1.2. 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 6 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.

10.1.3. 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

11.1. User and PortPro Technologies agree to the following:

11.1.1. 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 Services, used as authorized under this Agreement, directly infringes United States copyright, patent or trademark or misappropriates 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. This Section 11.1.1 states the sole and exclusive remedy of User and the entire liability of PortPro Technologies, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

11.1.2. 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.

11.1.2. 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.

11.1.2. 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.

11.1.3. 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 Services not in accordance with this Agreement, as specified in the Documentation or for purposes not intended by PortPro Technologies;
Any use of the Services in combination with other products, equipment, software or data not supplied by PortPro Technologies; or
Any modification of the Services made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies (collectively, the “Exclusions” and each, an “Exclusion”).

11.1.3. 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 Services not in accordance with this Agreement, as specified in the Documentation or for purposes not intended by PortPro Technologies;
Any use of the Services in combination with other products, equipment, software or data not supplied by PortPro Technologies; or
Any modification of the Services made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies (collectively, the “Exclusions” and each, an “Exclusion”).

11.1.3. 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 Services not in accordance with this Agreement, as specified in the Documentation or for purposes not intended by PortPro Technologies;
Any use of the Services in combination with other products, equipment, software or data not supplied by PortPro Technologies; or
Any modification of the Services made by any person other than PortPro Technologies where such modification is not authorized by PortPro Technologies (collectively, the “Exclusions” and each, an “Exclusion”).

11.1.4. Remedies.

If any portion of the Services 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:

Procure for User the right to continue to use the Services pursuant to this Agreement; or

Replace or modify the Services to make them non-infringing; or

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

11.1.5. 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 Exclusion;
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 User Data, including any claims for intellectual property infringement arising therefrom.

Any Exclusion;
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 User Data, including any claims for intellectual property infringement arising therefrom.

Any Exclusion;
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 User Data, 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 Service that is designated in Beta status. A Beta status indicates that the Service is still under development, is not intended to be fully functional, and is subject to errors that may render the Service unusable. The User accepts the following conditions for participating in the Beta program. All Services designated as ‘Beta’ will be subject to the terms outlined in this Section 12.

12.1.1. 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 or may not at their discretion implement these User requests in a time and manner as they determine appropriate.

12.1.2. Disruption of Use.
The 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.

12.1.2. Disruption of Use.
The 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.

12.1.2. Disruption of Use.
The 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.

12.1.3. Loss of Data.
The 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.

12.1.4. Sole Remedy.
Users who choose to participate in a Beta Program understand the risks of working with Service in a Beta status and accept all known and unknown consequences associated with these risks. The User’s sole remedy for any financial or operational impact related to the use of the 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 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.

12.1.5. 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 Section 10. 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 Section 10.

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 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 SERVICES, 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. The parties agree that the limitations of liability set forth in this Section 13 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

Warranties; Disclaimer

Warranties; Disclaimer

Warranties; Disclaimer

14.1. Subject to the exceptions set out elsewhere herein this Agreement, PortPro Technologies warrants that it will provide the Services (including any support services) using reasonable care and skill. PortPro Technologies further warrants that the Services 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 Services to meet User’s functional requirements and/or provide a reasonable workaround to substantially meet User’s functional requirements. 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.

14.2. The Services are 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. 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).

14.3. 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 Services, and PortPro Technologies makes no warranty as to the results that may be obtained from use of the Services or as to the accuracy or reliability of any content or information or payment transaction obtained or made by the Services.

14.4. PortPro Technologies also makes no warranty that the Services 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 Section 15.6 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.

Miscellaneous

Miscellaneous

Miscellaneous

15.1. Publicity.

PortPro Technologies may use User’s name and logo as part of a general list of User’s and may refer to User as a user of the Services in its general advertising, promotional and marketing materials, including, but not limited to, various PortPro Technologies websites, blog posts and social media. In addition, by using our Software as a Service Products, you agree to allow your business to be listed in the PortPro App Store and/or PortPro Marketplace, 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. 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 Services, will be prepared jointly between PortPro Technologies and User and will be issued upon mutual agreement of the parties.

15.1. Publicity.

15.2. Notices.
All notices required under this Agreement (other than routine operational communications) must be in writing and delivered: (a) in person; (b) by nationally recognized overnight delivery service; (c) by certified U.S. mail (requiring signature) to the other party’s corporate headquarters address as set forth in the Contracting Document; or (d) by email to the other party’s email address as set forth in the Contracting Document. Notices shall be effective upon: (i) actual delivery to the other party, if delivered in person, or by national overnight courier or email; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.

15.3. 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 by way of merger, acquisition or sale of all or substantially all of its assets, and PortPro Technologies may subcontract any or all of its obligations hereunder, so long as it remains responsible for the performance of its obligations hereunder.

15.4. Governing Law.
This Agreement is governed by and constructed in accordance with the laws of 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.

15.5. 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.

15.6. 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 (except the payment of fees owed), 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, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

15.7. Export Control.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by PortPro Technologies are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer PortPro Technologies products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

15.8. Electronic Communications
The communications between you and PortPro Technologies may take place via electronic means, whether you visit the Service or send PortPro Technologies emails, or whether PortPro Technologies posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from PortPro Technologies in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PortPro Technologies electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

15.9. Independent Contractor.
Your relationship to PortPro Technologies is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on behalf of PortPro Technologies.

15.10. Consumer Complaints
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

15.11. Agreement Updates
When changes are made, PortPro Technologies may make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement, also present on our website. If we make any material changes and you have registered an Account with us, we may also send an email with an updated copy of this Agreement or direct you to where it is available to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. PortPro Technologies may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.

15.12. Entire Agreement; Severability.
This Agreement, together with any applicable Contract Document(s), 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

These Supplemental Terms for Professional Services (“Supplemental Terms”), together with the PortPro Terms of Service (the “Terms of Service”) governs any professional services that may be identified, described, and available in a separate statement of work (“SOW) or the relevant Contract Document(s) (the “Professional Services”). Capitalized terms used in these Supplemental Terms but not otherwise defined herein will have the meaning given to them elsewhere in the Terms of Service.

These Supplemental Terms are subject to and are hereby incorporated into the Terms of Service. To the extent that there is any conflict between these Supplemental Terms and the Terms of Service, the provision(s) in these Supplemental Terms will prevail, but solely to the extent of such conflict.

We may at our sole discretion modify these Supplemental Terms on a going-forward basis. We will post notice of the date of the most recent update above.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to provide the Professional Services described:

In each SOW, which is to be mutually executed by the Parties; or
In each packaged set of deliverables (“Standardized Professional Services Offering”) referenced in a Contract Document. The Parties may enter into multiple engagements for Professional Services from time to time during the term of any Agreement and each such engagement will be confirmed in a separate SOW if not covered by a Standardized Professional Services Offering.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to provide the Professional Services described:

In each SOW, which is to be mutually executed by the Parties; or
In each packaged set of deliverables (“Standardized Professional Services Offering”) referenced in a Contract Document. The Parties may enter into multiple engagements for Professional Services from time to time during the term of any Agreement and each such engagement will be confirmed in a separate SOW if not covered by a Standardized Professional Services Offering.

1.1 Service Description
PortPro hereby agree to use commercially reasonable efforts to provide the Professional Services described:

In each SOW, which is to be mutually executed by the Parties; or
In each packaged set of deliverables (“Standardized Professional Services Offering”) referenced in a Contract Document. The Parties may enter into multiple engagements for Professional Services from time to time during the term of any Agreement and each such engagement will be confirmed in a separate SOW if not covered by a Standardized Professional Services Offering.

1.2 Change Orders
User may, at any time, request a modification to the Professional 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. 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 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. 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. 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 Professional Services, including but not limited to, office space, internet access, internal documents, and data.

Fees

Fees

Fees

2.1. Fees and Expenses for Professional Services Performed.
User will pay fees for the Services rendered as set forth in a Statement of Work or Contract Document(s), as applicable. If Standardized Professional Services Offerings are purchased for implementation purposes, fees are due immediately upon execution of the relevant Contract Document. The parties mutually agree upon all expenses for which User will reimburse PortPro, including travel expenses, living expenses, and any other expenses mutually agreed.

2.2. Miscellaneous.

2.2.1. Time and Material.
If set forth in the SOW, the parties will mutually agree upon the Standard Hourly Rate and the Overtime Hourly Rate for the Professional 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, the 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 these Supplemental Terms, any and all prepaid fees are non-refundable and, unless otherwise expressly stated in the SOW or Contract Document(s). Professional 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 Professional Services are not performed within the six (6) month period referenced herein, then, unless otherwise expressly stated, the performance of the Professional 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 Professional Services, including sales and use taxes, GST, and/or VAT, if applicable.

2.4. Payment.
Payment for Standardized Professional Service Offerings are due upon execution of the relevant Contract Document. Unless otherwise agreed upon by the parties in writing, payment of an invoice 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 Document(s), 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 by PortPro, including all intellectual property rights embodied therein or pertaining thereto (“Work Product”) are the sole and exclusive property of PortPro. User acquires no rights or licenses under this Agreement to the Work Product, other than the limited license expressly granted in this Section 3.1, and User shall not now or hereafter make any claim of ownership or otherwise claim any other right or interest in or to the Work Product (excluding any of User’s Confidential Information included therein). PortPro Technologies hereby grants User the non-exclusive, non-transferable, worldwide right and license to use the Work Product solely for internal business purposes, unless otherwise agreed to in writing between the Parties. User agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Work Product; or (b) sublicense, lease, rent, loan, transfer the Work Product to any third party, or otherwise use or copy the Work Product, except as expressly allowed under these Supplemental Terms.

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. “User 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 Professional 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 Professional 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 User Materials supplied to PortPro by User. User retains ownership of all right, title and interest in the User Materials, and all intellectual property rights therein. All rights in the User Materials not expressly granted to PortPro in these Supplemental Terms or any SOW are reserved to User or your licensors. User grants, and warrant that you have the right to grant, to PortPro a royalty-free, non-exclusive license or sublicense to use, reproduce and modify User Materials in the performance of the Professional Services and for no other purpose.

3.4. This Agreement will not preclude PortPro from developing materials outside of this these Supplemental Terms that are or may be competitive with User’s products or services, irrespective of their similarity to materials that may be delivered to you pursuant to these Supplemental Terms. Nothing in these Supplemental Terms 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 Professional Services deliverables may occur under conditions described in Sections 4.2 and 4.3 below.

4.2. At the initiation of the Professional Services, 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 delivery of the Professional Services 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 delivery of the Professional Services.

4.3 Unless otherwise agreed to by PortPro, the total calendar duration of the project plan will not exceed 60 days. All undelivered Professional 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, the parties will each have the right to terminate any SOW, with or without cause, at any time prior to the completion of the Professional 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 Professional 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 Professional 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 Professional Services nor will PortPro incur any unreasonable expenses, but PortPro will perform only those Professional 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 agrees that, only in the event of our termination in accordance with Section 4.1 herein, is 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 these Supplemental Terms, 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 these Supplemental Terms. PortPro agrees to return to User, as soon as reasonably possible upon the termination of these Supplemental Terms, 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’s respective employees and subcontractors are a valuable asset to their respective organizations and may be difficult to replace. Accordingly, during the term of these Supplemental Terms and for a period of seven hundred thirty (730) days following the termination of these Supplemental Terms, 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 Professional Services or in the performance of the Agreement without the prior written consent of the other party.

Limited Warranty; Disclaimer

Limited Warranty; Disclaimer

Limited Warranty; Disclaimer

PortPro warrants that our employees or subcontractors will perform the Professional Services in a professional and workmanlike manner in accordance with professional industry standards and practices. As User’s sole remedy and PortPro’s sole liability for any breach of the limited warranty set forth herein, PortPro will re-perform any nonconforming Professional Services without additional charge.

Without limiting the disclaimers set forth in the Terms of Service:

PortPro does not warrant that the Professional 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.

PORTPRO HEREBY DISCLAIMS AND EXCLUDES 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.

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.

Without limiting the disclaimers set forth in the Terms of Service: