Maintenance & Support:

InterPro will provide Customer Support Services to Customers as described below. Customers must hold a valid and current Customer Support Plan.

This Maintenance and Support Agreement (MSA) only covers and pertains to InterPro products (“Software”).
1. Maintenance and Support Definitions
1.1 General Support includes an initial determination made jointly by InterPro and the Customer’s representative as to whether the problem is due to InterPro’s Software or is the result of another issue. If it is determined that the problem emanates from InterPro’s Software, InterPro will provide General Support by answering questions, troubleshooting code, examining logs, reviewing integration scripts and rules, and suggesting the implementation of code fixes and workarounds. All support services will be provided on a reasonable commercial effort basis. In addition, General Support for InterPro’s Software will be provided only for versions that, in accordance with InterPro‘s internal policies, are then being supported by InterPro. Support will not include services requested which are reasonably determined by InterPro to have been the result of accident or misuse or any alteration, modification or addition to InterPro’s Software other than by InterPro, and, in such cases, InterPro shall charge Customer upon prior written approval by Customer, on a time and materials basis in accordance with InterPro’s standard rates.
1.2 General Maintenance is defined as new versions, patches, maintenance releases and enhancements to InterPro’s Software. All maintenance services will be provided on a reasonable commercial effort basis. In addition, Maintenance for InterPro’s Software will be provided only with respect to versions that, in accordance with InterPro's internal policies, are then being supported by InterPro, which will include the previous major version as well as the current version. Maintenance will not include services requested which are reasonably determined by InterPro to have been the result of accident or misuse or any alteration, modification or addition to InterPro’s Software other than by InterPro.
1.3 Support Process
1. Once Customer identifies a support issue, the process and terms and conditions for providing support shall be as follows:
2. Customer shall contact InterPro via our online support portal, e-mail, or telephone as described in the General Support section. InterPro’s Support Center, with consultation from the Customer’s representative, will make a determination whether the issue presented by the Customer qualifies as a support issue.
3. For problems that are qualified by InterPro as a support issue, InterPro will provide support to Customer in the form of a bug fix, a workaround, or a patch.
4. If InterPro determines that the problem is not with InterPro’s Software and is unable to resolve the problem utilizing the Support services described above, InterPro may resolve the problem for Customer upon prior written approval by Customer, on a time and materials basis in accordance with InterPro's then standard rates.

2. Support Terms and Conditions
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2.1 Support shall be provided by InterPro as follows:
1. InterPro’s Support Center will answer questions in English regarding use of the Software by responding to tickets via our online support portal, telephone, and/or e-mail during the hours, 8am to 6pm EST Monday to Friday except for holidays observed by InterPro. The Support Center can be contacted via web at https://support.interprosoft.com, telephone at +1(781) 213-1166, or via email at support@interprosoft.com
2. InterPro will use reasonable commercial efforts to correct errors in the Software which cause the Software to materially deviate from the functionality described in the Software documentation through an update or workaround provided a full description of the suspected errors are submitted in writing to the Support Center and InterPro is able to replicate such errors at its facilities.
3. InterPro will provide Customer with new versions, patches, maintenance releases and enhancements to the Software which InterPro provides without additional costs to its other customers.

2.2 The following provisions shall be applicable to the correction of Software errors:
1. If Customer detects what it considers to be an error in the Software which causes it not to conform to, or produce results in accordance with the Documentation, then Customer shall submit a ticket via the online support portal, call, or e-mail InterPro of the error.
2. For Level 1 Errors, during normal support hours of 8:00 am to 6:00 pm EST Monday thru Friday, InterPro shall respond within one (1) hour to Customer’s initial request for assistance. InterPro’s response shall include assigning fully-qualified technicians to work with the Customer to diagnose and correct or create a workaround for the Software error and notifying the Customer’s representative making the initial request for assistance of InterPro’s efforts, plans for resolution of the error, and estimated time required to resolve the error. InterPro shall correct errors caused by the Software by modifying the Software and distributing the modified Software to Customer. For Level 1 Errors, InterPro will make a good faith effort to provide a correction or workaround acceptable to the Customer within four (4) hours after the Customer first reports the error.
3. For Level 2 and Level 3 Errors, during normal support hours of 8:00 am to 6:00 pm EST Monday thru Friday, InterPro shall respond within four (4) hours to Customer’s initial request for assistance. InterPro’s response shall include assigning fully-qualified technicians to work with Customer to diagnose and correct or create a workaround for the Software error and notifying Customer’s representative making the initial request for assistance of InterPro’s efforts. InterPro shall correct errors caused by the Software by modifying the Software and distributing the modified Software to Customer.

2.3 InterPro shall not be required to provide Support or Maintenance if any of the following conditions apply:
1. any Software errors which are the result of:
o failure to properly install or use InterPro’s Software in accordance with its documentation,
o accident, unusual physical, electrical or electromagnetic stress, misuse, failure of electric power, air conditioning or humidity control or failure of hardware,
o modifications to InterPro’s Software other than by InterPro, or
o a malfunctioning Maximo environment,
o incompatibility between modifications to InterPro’s Software by InterPro and the components that make up the Customer’s Maximo application environment when those components have changed in version or configuration.
o the termination date for support for a specific version has passed (the targeted termination date for support will be announced in writing a minimum of 1 year prior to the targeted termination date),
o the Customer’s account with InterPro is over 30 days past due.

2.4 On-site Maintenance or Support services or services in addition to the services described herein, shall be provided by InterPro to Customer pursuant to a Statement of Work executed by both parties, on a time and materials basis in accordance with InterPro’s then standard rates.

3. Customer Responsibilities

3.1 It’s the Customer’s responsibility to ensure that their Maximo Test/Dev environments are equal in versioning and configuration to the Maximo production environment.
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3.2 Changes made to Software code by Customer:
1. The Customer has the ability to modify/enhance the Software code but the Customer is responsible for making sure that any changes/additions to the Software code is functioning as intended without errors in the Customer’s Maximo test/development environment.
2. InterPro Solutions does not review software code that has been developed or modified by the Customer. It is the responsibility of the Customer to ensure that any code change(s) they make is properly tested and functioning as intended before the Customer deploys the modifications into their Maximo production environment.
3. On a billable basis, InterPro staff is available to provide support to a Customer that is having trouble getting software code modified by someone other than an InterPro employee to successfully function in the Customer’s test environment.

3.3 When a Software upgrade or patch file is distributed to the Customer the following steps need to be adhered to:
1. The Customer installs the new Software file onto their Maximo test/development environment.
2. The Customer tests the new Software file with their Maximo test/development environment.
3. If the Customer is having issues, then the Customer should submit a help ticket via InterPro’s help ticketing system: interprosoft.com
4. The Customer confirms via email to the InterPro Solutions rep that the new Software file is functioning as expected in the Customer’s Maximo test/development environment.
5. Once the preceding steps have been completed then the Customer can deploy the new Software file to the Customer’s Maximo production environment.

3.4 If the above procedures are not followed and the Customer contacts InterPro to resolve any issues with Software functioning in their Maximo production environment, then InterPro may bill at our standard hourly rate.

4. Installation

The Software must be installed either by InterPro staff, by the Customer in accordance with the guidance and instructions provided by InterPro staff, by a consultant approved by InterPro or any combination thereof.

5. Problem Reporting Process

5.1 Problems may be reported to Customer Support by submitting a ticket to the online support portal, telephone, or email. To expedite the problem reporting and correction process, we ask that you follow the steps below to report a problem:
5.1.1 Customer should provide the following information when contacting Support:
1. Product Information
2. Configuration Information (Database, Network Operating System, Workstation)
3. Associated Customizations
4. Problem Description
o Description of problem
o Printouts of screens (if applicable)
o Log file contents (if applicable)
o If necessary, a copy of all data files or database to allow for the reproduction of the error

5.1.2 Customer Support will acknowledge the receipt of problem within 4 hours and provide Customer with a Service Request number for problem identification and follow-up.
1. Customer Support may request additional information from the Customer concerning the reported problem.
2. Customer Support will analyze the problem and determine whether or not the reported problem is actually a product defect (a failure of the product to perform as described in its documentation). Customer Support will notify Customer on the decided corrective actions.
3. If a reported problem is considered to be a product defect, InterPro will attempt to correct the defect, test and validate the resolution in the form of a software fix or workaround.
4. The Customer reviews the resolution and notifies CSS of acceptance, at which time the call will be closed with Customer.
5. If at any point in the process, CSS is unable to reach the Customer after 4 attempts* over 5 business days, the problem will be considered closed.

*Note: ‘Attempts’ is defined as: “Attempted telephone and email contact with the originator of the problem report”.  Support will attempt to call an alternative contact (fourth attempt) in case the originator is on vacation or has left the company. If you submitted a ticket using the online portal, you will receive an email notification when the ticket has been updated.

6. Contact Information

Support Hours: Eastern Standard Time: 8:00 am – 6:00 pm Monday thru Friday
Support Specialist Contact Method: Phone: (781) 213-1166, Email: support@interprosoft.com, Web: https://support.interprosoft.com
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7. Severity Level

7.1 Level 1: Critical business impact: Business critical software component is inaccessible/inoperable.  This applies only to a production environment and indicates that you are unable to use Software resulting in a critical impact on operations.
1. If the problem is reported to InterPro during the normal support hours of 8:00 am to 6:00 pm EST Monday thru Friday then the problem will be investigated and worked on within one (1) hour and a good faith effort will be made to provide an acceptable work around or resolution within four (4) hours of the problem being reported. Otherwise, if notification of the problem is received by InterPro during non-support hours then the problem will be investigated and worked on at the start on the next business day.
2. The customer will be provided with a full update each business day until the issue has been resolved and closed.

Example: The Server is down and all users are unable to log into the software.7.2 Level 2: Some business impact: Indicates Software is usable with less significant features that are not critical to operations unavailable.

1. If the problem is reported to InterPro during the normal support hours of 8:00 am to 6:00 pm EST Monday thru Friday then the problem will be investigated and worked on within four (4) hours and a good faith effort will be made to provide an acceptable work around or resolution within eight (8) hours of the problem being reported. Otherwise, if notification of the problem is received by InterPro during non-support hours then the problem will be investigated and worked on at the start on the next business day.
2. The customer will be provided with a full update each business day until the issue has been resolved and closed.

Example: Software users receive an error while trying to upload an image to a work order.7.3 Level 3: Minimal business impact: A non-critical software component is malfunctioning, or a non-technical request is made.

1. If the problem is reported to InterPro during the normal support hours of 8:00 am to 6:00 pm EST Monday thru Friday InterPro shall respond within twenty four (24) hours to Customer’s initial request for assistance in correcting or creating a workaround for a Software error. InterPro’s response shall include assigning fully-qualified technicians to work with the Customer to diagnose and correct or create a workaround for the Software error and notifying the Customer’s representative making the initial request for assistance of InterPro’s efforts.
2. As soon as practical a fix will be provided to the customer.
3. The customer will be provided with a full update every two (2) weeks until the issue has been resolved and closed.

Example: Provided documentation is incorrect.

8. Services Not Covered

8.1 Training – Customer Support does not cover in-depth training over the phone. If instruction time is expected to exceed 30 minutes, then the Customer will be referred to their Customer Services Manager.
8.2 Assistance in the Identification of Defects in User Environment or Enabling Technologies – CSS will notify the Customer if it is suspected that the problems the Customer is encountering are due to a defect in the user environment or the enabling technologies
8.3 CSS will inform the Customer that InterPro staff can continue providing billable assistance with the problem resolution. These services will be provided on a time and materials basis at InterPro’s current rates, plus expenses. If it is ultimately determined that the defect is in InterPro’s Software product, then the work will not be billed to the Customer.

Privacy Policy:

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate, disclose, and make use of personal information.

The following outlines our privacy policy:

This privacy notice discloses the privacy practices for interprosoft.com This privacy notice applies solely to information collected by this website. It will notify you of the following:
1. What personally identifiable information is collected from you through the website, how it is used and with whom it may be shared.
2. What choices are available to you regarding the use of your data.
3. The security procedures in place to protect the misuse of your information.
4. How you can correct any inaccuracies in the information.

Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request.
Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website
• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you.
• Express any concern you have about our use of your data.

Cookies and Other Technology
We use Google Analytics to help analyze how visitors use this site. Google uses cookies to collect internet log information and visitor behavior in an anonymous form. Cookies are used to analyze and track marketing campaign information like our Google AdWords ads. Cookies do not contain any personally identifiable information. We also use a third party email system,  Facebook, LinkedIn and YouTube for to promote and share information regarding our products and services.

Security
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline. Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for "https" at the beginning of the address of the Web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

Registration
In order to use parts of this website, a user must first complete the registration form. During registration a user is required to give certain information (such as name and email address). This information is used to contact you about the products/services on our site in which you have expressed interest.

Links
This website contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.

If you feel that we are not abiding by this privacy policy, you should contact us immediately at info@interprosoft.com

End User License Agreement:

INTERPRO SOLUTIONS, LLC
END USER LICENSE AGREEMENT
IMPORTANT: This end-user license agreement ("Agreement") is a legal agreement between you as the individual, company, or other legal entity (referenced below as "You” or “Customer” or “End User") and InterPro Solutions, LLC ("InterPro"). Customer and InterPro may also be referred to herein as a “Party” and together, the “Parties”. This Agreement governs your use of any products comprising the InterPro EZMax Suite software (“Software"), which includes EZMaxMobile, EZMaxRequest, EZMaxVendor, EZMaxPlanner and EZMaxInsight, as well as various add-ons including Basic Mapping, Enhanced Mapping, Premium Mapping and Cloud Services Bundle, as applicable. The Software may include associated media, printed materials, and electronic documentation.  The Software is licensed, not sold, to you.  BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (D) REPRESENT THAT IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION OR ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE.

1. Definitions and Interpretation. The following definitions and rules of interpretation apply in this Agreement:

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).
“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Software solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.
“Authorized Third Parties” means any person(s) not a direct employee of the Customer but authorized in writing by both the Customer and InterPro to have access to the Software (as defined herein).
“Channel Partner” means a third-party business entity (e.g., Reseller) that InterPro has appointed as an approved partner to as applicable, distribute, re-sell and support the Software.
“Content” means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through Your use of the Software or otherwise provided on a Site.
“Customer Data” means all data and/or content uploaded to the Software by Customer (including where applicable Authorized Users), and in all data derived from it.
“Documentation” means InterPro’s user manuals, handbooks and guides, relating to the Software provided by InterPro to Customer either electronically or in hard copy form.
“OSS Licenses” means the respective open-source licenses that the Third-Party Materials are subject to.
“Third-Party Materials” means open-source software programs that are made available by third parties under their respective OSS Licenses.
“Submission Data” means certain technical data and related usage information that may be collected by certain Software or submitted by You.  For clarity Submission data excludes Content.

2. Access and Use

2.1. License and Access. Subject to timely payment of fees and compliance with all other terms and conditions of this Agreement and the Documentation, InterPro grants Customer, during the Term, a non-exclusive, revocable, non-transferable right to access and use (and permit Authorized Users to access and use) the Software and applicable Documentation within the United States and Canada solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation and terms of this Agreement.
2.2. Access and Use Restrictions. Customer shall not (directly or indirectly): (a) copy or reproduce the Software or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, users or other entitlement measures of the Software as set forth in the applicable Order; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Software, Documentation or InterPro Intellectual Property; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the Software; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Software, attempt to recreate the Software or use the Software for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the Software, Documentation or InterPro Intellectual Property; (h) interfere with or disrupt the integrity or performance of the Software; (i) attempt to gain unauthorized access to the Software or its related systems or networks, or perform unauthorized penetrating testing on the Software; (j) use the Software in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or (k) store in or process with the Software any personally identifiable information (PII) including, but not limited to, personal health data, credit card data, personal financial data or other such sensitive regulated data not required by the Documentation, or any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Fees for the Software are based on use of the Software in a manner consistent with the Documentation. If Customer uses the Software in a manner that is outside or in violation of the Documentation, then Customer will cooperate with InterPro to address any applicable burden on the Software or pay an additional mutually agreed upon fee.
2.3. Limitations on Number of Users.  Only Users and Authorized Third Parties may access the Software.  The number of Users and Authorized Third Parties configured for access to the Software must not exceed the total number of subscriptions purchased.
2.4. Reservation of Rights.  Customer acknowledges and agrees that the Software and Documentation is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. InterPro reserves all rights not expressly granted to Customer in this Agreement.  Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software or related intellectual property.
(a) Changes to this Agreement. InterPro reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice or regulatory reasons.  Such changes will be effective with or, as applicable, without prior notice to You.  You can review the most current version of this Agreement by clicking on the link located on https://interprosoft.com/end-user-license-agreement. You are responsible for checking this Agreement periodically for changes.  If any future changes to this Agreement are unacceptable to you or cause you to no longer be in agreement or compliance with this Agreement, you may terminate this Agreement in accordance with Section 11 and must immediately uninstall the Software.  Your continued use of the Software following any revision to this Agreement constitutes your acceptance of such changes.
(b) Changes & Updates to the Software. InterPro may modify the Software for any reason or without any specific reason, at any time and at its sole discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Software (“Updates”).  You agree that InterPro may stop to support previous versions of the Software upon availability of an updated version. You agree that InterPro has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your computer platform settings, when your computer platform is connected to the internet you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.
2.5. Customer Responsibilities.  Customer is responsible and liable for all uses of the Software and Documentation resulting from access to or use of the Software or Documentation provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.  Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users and Authorized Third Parties, and any act or omission by a User or an Authorized Third Party that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.  Customer shall ensure all Users and Authorized Third Parties are aware of this Agreement's provisions as applicable to such User's and Authorized Third Parties’ use of the Services and shall cause Users and Authorized Third Parties to comply with such provisions.
2.6. Third Party Materials. The Software may include Third-Party Materials, use of which is subject to their respective OSS Licenses as indicated in the Documentation. InterPro warrants that the inclusion of such Third-Party Materials in the Software will not prevent Customer from exercising the license rights provided to Customer herein in respect of the Software or limit Customer’s ability to use the Software in accordance with the Documentation. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any. Customer may obtain a copy of the source code for certain Third-Party Materials by following the instructions set forth in the Documentation.
2.7.  Support. As part of its provision of the Software, InterPro shall make available technical support to Customer in accordance with InterPro’s then applicable support terms. Upon notification from InterPro, Customer shall promptly update any Agents on Customer systems that interact with the Software. Customer acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the Software, security risks or suspension of Customer’s access to the Software, without any liability on the part of InterPro to Customer.
2.8.  Mobile Applications. With regard to Software that requires the use of mobile applications by an Authorized User, Customer shall ensure that all Authorized Users promptly download and install all applicable updates for the mobile applications Customer further acknowledges and agrees that the Software may not properly operate should any Authorized User fail to do so, and that InterPro is not liable for any damages caused by a failure to update mobile applications accordingly.

3. Rights in Intellectual Property

3.1. Intellectual Property. Except for the rights granted in this Agreement, all rights, title, and interest in and to the Software, Documentation, improvements, derivative works, and InterPro Intellectual Property are hereby reserved by InterPro, its Affiliates or licensors. Nothing in this Agreement is intended transfer ownership of any Intellectual Property rights from one Party to the other.
3.2. Customer Data. Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant InterPro any rights in Customer Data beyond those expressly provided herein. Customer grants InterPro and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data solely for the purpose of providing the Software.

4. Confidentiality

4.1.  Confidential Information. The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.
4.2.  Exceptions. Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

5. Security and Processing of Personal Data
5.1. Customer Data Content. As between InterPro and Customer, Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the Software; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with InterPro (to the extent applicable); and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws.
5.2. Security of Customer Data. InterPro shall, to the extent applicable: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. InterPro shall not materially diminish its security controls with respect to Customer Data during a particular Software term.
5.3 Privacy and Data Protection.
(a). Data Privacy. Customer represents and warrants that Customer has obtained all necessary rights to permit InterPro to collect and process data from Customer, including without limitation, data from endpoints, servers, cloud applications, and logs.
(b) Content. We will not monitor Content, except: (i) as needed to provide, support or improve the provision of the Software and Services, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by You, or (iv) as otherwise required by law or to exercise or protect Our legal rights.
(c). Data Protection and Data Privacy. We will collect, use and process Content and Submission Data only in accordance with InterPro’s Mobile Application Privacy Policy, which is incorporated into this Agreement by reference at https://interprosoft.com/mobile-application-privacy-policy/, and to the extent reasonably required to provide the Services. We will also comply with all applicable data privacy laws in the performance of the Services. As a part of that compliance, We will use at least industry standard technical, procedural and physical means to protect against unauthorized access, use or disclosure of Personal Information. For our cloud-hosted products (EZMaxVendor, EZMaxRequest and Cloud Services Bundle), unless a Service Description explicitly states otherwise, We may transfer, copy, backup and store Your Content and Submission Data in the United States as a part of the Services. We will obtain appropriate agreements with Our Licensors, subcontractors and agents consistent with this Agreement and Our Privacy Policy. Additional information about Our privacy practices may be in the applicable Documentation and Service Description, and in Our Privacy Policy.
(d). Consent. You are responsible for obtaining consent from Your Users to this collection, use, processing and transfer of Content and Submission Data.
5.4 Collection and Use of Your Information. You acknowledge that you may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality, and the Software may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Software is subject to our Mobile Application Privacy Policy ( https://interprosoft.com/mobile-application-privacy-policy/ ). By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. Warranties

6.1. Limited Software Warranty. During the applicable subscription Term, InterPro warrants that the Software will conform, in all material respects, with the Documentation for a period of one year from the date of installation (“Warranty Period”).  In the event of a breach of the above warranty, InterPro shall correct or replace the Software free of additional charge.  Any replacement Software shall be warranted for ninety (90) days or the remainder of the Warranty Period, whichever is longer.  If InterPro is unable to correct or replace the nonconforming Software under this warranty within the Warranty Period or as otherwise agreed in writing between the Parties, then InterPro shall refund Customer that portion of the fees attributable to the balance of the subscription Term, on a pro-rata basis.  InterPro does not warrant that the Software shall be error free or meet all Customer requirements.
6.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, THE SOFTWARE IS PROVIDED "AS IS" AND INTERPRO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INTERPRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1 ABOVE, INTERPRO MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7. Indemnification

7.1. InterPro Indemnity. InterPro shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s U.S. or Canadian patent, copyright, trademark or trade secret caused by Customer’s use of the Software in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).
7.2. Customer Indemnity. Customer shall defend and indemnify InterPro and/or its Affiliates and their officers, directors and employees against any third-party claims, suits and proceedings (including those brought by a government entity) resulting from: (i) an alleged infringement or violation by the Customer Data of such third-party’s intellectual property, privacy rights, or other applicable law; (ii) Customer's use of the Software in a manner not authorized by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided or authorized by InterPro; or (iv) modifications to the Software not made or authorized by InterPro, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).
7.3. Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.
7.4. Exclusions. The above InterPro obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the Software not in accordance with the Documentation and this Agreement; (b) Customer’s use of the Software in violation of applicable laws; (c) any modification, alteration or conversion of the Software not created or approved in writing by InterPro; (d) any combination or use of the Software with any computer, hardware, software, data or service not supported in accordance with the Documentation; (e) InterPro’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s use of a superseded or altered release of the Software if infringement would have been avoided by the use of a current unaltered release of the Software otherwise available to Customer.
7.5. Remedies. If the Software becomes, or InterPro reasonably determines that the Software is likely to become, subject to a claim of infringement for which InterPro must indemnify Customer as described above, InterPro may at its option and expense: (a) procure for Customer the right to continue to access and use the Software, (b) replace or modify the Software so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing Software, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the agreement and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected Software. This section states the sole liability of InterPro and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

8. Limitation of Liability

8.1. Maximum Liability. Except for each Party’s indemnity obligations herein and Customer’s payment obligations, in no event will either Party’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to InterPro under this Agreement during the twelve (12) month period preceding the date of initial claim.
8.2. No Consequential Damages. Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.
1. Export Control. The exportation of the Software and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions. Customer shall not to export, re-export, access or grant access to the Software and all related technology, information, materials and any upgrades thereto to: (a) any prohibited persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a prohibited person nor owned, controlled by, or acting on behalf of a prohibited person.
2. Professional Services. Customer may separately purchase from InterPro professional services in relation to the Software as may be generally available by InterPro to its customers, pursuant to InterPro’s then applicable professional services terms.

11. Term and Termination

11.1.  Term.  The term of Agreement commences when you download and install the Software and will continue in effect for the subscription period purchased by Customer or until terminated by Customer or InterPro as set forth in this Section 11.
11.2.  Termination.  Customer may terminate this Agreement, if InterPro materially breaches this Agreement, and such breach remains uncured thirty (30) days after the Customer provides InterPro with written notice of such breach.
(a) InterPro may terminate this Agreement at any time without notice if it ceases to support the Software, which InterPro may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if Customer violates any of the terms and conditions of this Agreement.
(b) Upon termination:
(i) all rights granted to You under this Agreement will also terminate; and
(ii) You must cease all use of the Software and permanently delete all copies of the Software and Documentation from your Computer Systems, archives, and account.
(iii) termination will not limit any of InterPro’s rights or remedies at law or in equity.
11.3.  Consequences of Termination.  If this Agreement is terminated for any reason, Customer shall erase or destroy the original and all copies of the Software and Documentation and certify in writing that the original and all copies have been erased or destroyed.

12. Miscellaneous

12.1. Notices. All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service; or (d) when provided via email when the sender has received a delivery/read receipt. Notices for InterPro should be sent to the following addresses:
(i) for physical Notices: Bill Fahey, CEO InterPro Solutions105 Central St. Stoneham, MA 02180 and
(ii) for electronic Notices: sales@interprosoft.com
12.2. Force Majeure. With the exception of Customer’s payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.
12.3. Governing Law and Jurisdiction.  This Agreement shall be governed for all purposes by and construed in accordance with the laws of the Commonwealth of Massachusetts (for customers located in North America) without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts.  Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in the Commonwealth of Massachusetts in each case located in the city of Boston and County of Suffolk, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
12.4. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, including but not limited to the Documentation, constitutes the entire agreement of the Parties with respect to the Software and supersedes all prior and contemporaneous understandings and agreements, whether written and oral, with respect to the Software.
12.5. Assignment.  InterPro may assign any of its rights or delegate any of its obligations hereunder, to any person without the prior consent of Customer.  Customer may not assign any of its rights or delegate any of its obligations hereunder, without the prior written consent of InterPro.  Any purported assignment or delegation in violation of this Section will be null and void.  No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder.  This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
12.6. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

1. Effective Date

The effective date of this End User License Agreement is March 24, 2022.