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Terms of Use

Last Updated: May 07, 2024

These Terms of Use constitute a legally binding agreement between you and C-Pro, Corp. (“C-Pro” or "we" or "us" or "our" or similar designations) governing your use of the C-Pro mobile applications and any related C-Pro websites (the “C-PRO Platform”).

The use of all personal data you submit to the C-Pro Platform or which we collect about you are governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available at cpro.homes/privacy. You acknowledge that by using the C-Pro Platform you have reviewed the Privacy Policy.

Your consent at registration and continued use of the C-Pro Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Use and the Privacy Policy, as well as any future amendments and additions thereto that we may publish from time to time (collectively, this "Agreement"). If any future changes to this Agreement are unacceptable to you, you must deactivate your account and immediately stop using the C-Pro Platform.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE C-Pro PLATFORM.

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1. Definitions.

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"Aggregated Statistics" means data and information related to your use of the C-Pro Platform that is used by C-Pro in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the C-Pro Platform.

"Contractors" means are individuals or businesses with home improvement experience seeking to perform services for Homeowners with respect to home improvement projects.


"C-Pro IP" means the C-Pro Platform, any documentation, and any and all intellectual property provided to you in connection with the foregoing. For the avoidance of doubt, C-Pro IP includes Aggregated Statistics and any information, data, or other content derived from C-Pro's monitoring of your access to or use of the C-Pro Platform but does not include your Data.


Your "Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on your behalf through the C-Pro Platform, including Personal Information.


"Homeowners" individuals or businesses seeking services from Contractors for home improvement projects. Homeowners includes individuals and business that own or rent the property for which they seek services, or are otherwise are authorized to seek such services with respect to the property.


"Personal Information" means information that you provides or for which you provides access to C-Pro, or information which C-Pro creates or obtains on behalf of you, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, and other personal identifiers). Your business contact information is not by itself Personal Information.


"Third-Party Products" means any third-party products provided with or incorporated into the C-Pro Platform.
The term "users" refers to users of the C-Pro Platform including Contractors and Homeowners.

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2. Access and Use.


2.1.    Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, C-Pro hereby grants you a non-exclusive, non-transferable right to access and use the C-Pro Platform during the Term, solely for use by you in accordance with the terms and conditions herein. Such use is limited to your personal use.

2.2.    Use Restrictions. You shall not use the C-Pro Platform for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any other person to:

  • copy, modify, or create derivative works of the C-Pro Platform, in whole or in part;

  • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the C-Pro Platform;

  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the C-Pro Platform, in whole or in part;

  • remove any proprietary notices from the C-Pro Platform;

  • use the C-Pro Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;.

  • use the C-Pro Platform in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

  • use the C-Pro Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

  • use the C-Pro Platform to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards in Section 2.3;

  • use the C-Pro Platform to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation,

  • use the C-Pro Platform to impersonate or attempt to impersonate C-Pro, a C-Pro employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing),

  • use the C-Pro Platform to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the C-Pro Platform, or which, as determined by us, may harm C-Pro or users of the C-Pro Platform, or expose them to liability.

 

Additionally, you agree not to:

  • use the C-Pro Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the C-Pro Platform, including their ability to engage in real time activities through the C-Pro Platform;

  • use any robot, spider, or other automatic device, process, or means to access the C-Pro Platform for any purpose, including monitoring or copying any of the material on the C-Pro Platform;

  • use any manual process to monitor or copy any of the material on the C-Pro Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;

  • use any device, software, or routine that interferes with the proper working of the C-Pro Platform;

  • introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

  • attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the C-Pro Platform, the server on which the C-Pro Platform is stored, or any server, computer, or database connected to the C-Pro Platform;

  • Attack the C-Pro Platform via a denial-of-service attack or a distributed denial-of-service attack; and

  • otherwise attempt to interfere with the proper working of the C-Pro Platform.


2.3.    Content Standards. These content standards apply to any and all content or materials (including videos and images) (collectively, "User Content") posted, submitted, published, displayed, or transmitted to other users or other persons (hereinafter, "post") on or through the C-Pro Platform and use of features on the C-Pro Platform that allows the same ("Interactive Services"). User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

  • contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;

  • promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

  • infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

  • violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;

  • be likely to deceive any person;

  • promote any illegal activity, or advocate, promote, or assist any unlawful act;

  • cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;

  • impersonate any person or misrepresent your identity or affiliation with any person or organization;

  • involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or

  • give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.


2.4.    Reservation of Rights. C-Pro reserves all rights not expressly granted to you 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 you or any third party any intellectual property rights or other right, title, or interest in or to the C-Pro IP.

2.5.    Suspension. Notwithstanding anything to the contrary in this Agreement, C-Pro may temporarily suspend your access to any portion or all of the  C-Pro Platform if: (i) C-Pro reasonably determines that (A) there is a threat or attack on any of the C-Pro IP; (B) your use of the C-Pro IP disrupts or poses a security risk to the C-Pro IP or to any other customer or vendor of C-Pro; (C) you are using the C-Pro IP for fraudulent or illegal activities, or otherwise in violation of these Terms of Use, including without limitation your violation of Section 2.2 and 2.3 above; (D) subject to applicable law, you has ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) C-Pro's provision of the  C-Pro Platform to you is prohibited by applicable law; (ii) any vendor of C-Pro has suspended or terminated C-Pro's access to or use of any third-party service or products required to enable you to access the  C-Pro Platform (any such suspension described in subclause (i) or (ii), a “Service Suspension”). C-Pro shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the C-Pro Platform following any Service Suspension. C-Pro shall use commercially reasonable efforts to resume providing access to the C-Pro Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. C-Pro will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension. "C-Pro IP" means the C-Pro Platform, any documentation, and any and all intellectual property provided to you in connection with the foregoing. For the avoidance of doubt, C-Pro IP includes Aggregated Statistics and any information, data, or other content derived from C-Pro's monitoring of your access to or use of the C-Pro Platform but does not include your Data.

2.6.    Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, C-Pro may and collect and monitor your use of the C-Pro Platform and collect and compile Aggregated Statistics and improve the functionality of the C-Pro Platform. As between C-Pro and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by C-Pro. You acknowledge that C-Pro may compile Aggregated Statistics based on your Data input into the C-Pro Platform. You agree that C-Pro may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information, including, without limitation Personal Information.

 


3. Customer Responsibilities.

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3.1.    General. You are responsible and liable for all uses of the C-Pro Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of any of your employees, contractors and/or agents that access your account, and any act or omission by such person that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all such employees, contractors and/or agents aware of this Agreement's provisions as applicable to such person's use of the C-Pro Platform, and shall cause such person to comply with such provisions.

3.2.   Quotes and Services. Without limiting the generality of the foregoing Section 3.1, you acknowledge and agree that the C-Pro Platform enables connections between Contractors and Homeowners for quoting and accepting quotes for services between users. C-Pro is not responsible for the performance or communications of users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any services, Contractors, Homeowners, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any users, or of any ratings or reviews provided by users with respect to each other. C-Pro makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the services requested or the services provided by, or the communications of or between users identified through the C-Pro Platform, whether on or through the C-Pro Platform or by any other public or private, via on- or off-line interactions, or otherwise howsoever.


CONTRACTORS ARE INDEPENDENT CONTRACTORS OF HOMEOWNERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF C-Pro. C-Pro DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. BY PROVIDING QUOTING SOFTWARE FOR CONTRACTORS, C-Pro OPERATES AS AN ONLINE QUOTING PLATFORM ONLY.


USERS HEREBY ACKNOWLEDGE THAT C-Pro DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A CONTRACTOR'S SERVICES AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.


3.3.   Third-Party Products. C-Pro may from time to time make Third-Party Products available to you. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If you does not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use or access such Third-Party Products. Without limiting the generality of the foregoing, C-Pro implements the ChatGPT OpenAI API modules as a Third-Party Product for quick and intelligent quoting services, which is subject to the OpenAI usage policies here: https://openai.com/policies/usage-policies.

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4. Support Services. The access and use of the C-Pro Platform include C-Pro's standard customer support services which include at least one of the following, telephone, email or online support desk Monday through Friday from 9:00 am to 5:00 pm Eastern Time. Enhanced support services may be available upon request and subject to additional Fees.

5. Fees and Payment.


5.1.    Fees. Contractor shall pay C-Pro the monthly subscription fees ("Fees") in advance and as otherwise provided in your subscription without offset or deduction.

5.2.   Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on C-Pro's income.

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6. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

 


7. Intellectual Property Ownership; Feedback.


7.1.    C-Pro IP. You acknowledge that, as between you and C-Pro, C-Pro owns all right, title, and interest, including all intellectual property rights, in and to the C-Pro IP and, with respect to Third-Party Products, the applicable third-party C-Pros own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

7.2.   Customer Data. C-Pro acknowledges that, as between C-Pro and you, you own all right, title, and interest, including all intellectual property rights, in and to your Data. You hereby grants to C-Pro a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your Data and perform all acts with respect to your Data as may be necessary for C-Pro to provide the  C-Pro Platform to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display your Data incorporated within the Aggregated Statistics.

7.3.    Feedback. If you or any of your employees or contractors sends or transmits any communications or materials to C-Pro by mail, email, telephone, or otherwise, suggesting or recommending changes to the C-Pro IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), C-Pro is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assigns to C-Pro on your behalf, and on behalf of your employees, contractors and/or agents, all right, title, and interest in, and C-Pro is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although C-Pro is not required to use any Feedback.

 

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8. Limited Warranty and Warranty Disclaimer.


8.1.    C-PRO warrants that the C-Pro Platform will conform in all material respects to its documentation when accessed and used in accordance with such documentation. C-Pro does not make any representations or guarantees regarding uptime or availability of the C-Pro Platform unless specifically identified in its documentation. THE FOREGOING WARRANTY DOES NOT APPLY, AND C-Pro STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

8.2.   EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, THE C-Pro IP IS PROVIDED "AS IS" AND C-Pro HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. C-Pro 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 8.1, C-Pro MAKES NO WARRANTY OF ANY KIND THAT THE C-Pro IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER  C-Pro PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

 


9. Indemnification.


9.1.    C-Pro Indemnification.


9.1.1.    C-Pro shall indemnify, defend, and hold harmless you from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by you resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the  C-Pro Platform, or any use of the  C-Pro Platform in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that you promptly notifies C-Pro in writing of the claim, cooperates with C-Pro, and allows C-Pro sole authority to control the defense and settlement of such claim.

9.1.2.    If such a claim is made or appears possible, you agree to permit C-Pro, at C-Pro's sole discretion, to (A) modify or replace the C-Pro Platform, or component or part thereof, to make it non-infringing, or (B) obtain the right for you to continue use. If C-Pro determines that neither alternative is reasonably available, C-Pro may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.

9.1.3.    This Section 9.1 will not apply to the extent that the alleged infringement arises from: (A) use of the C-Pro Platform in combination with data, software, hardware, equipment, or technology not provided by C-Pro or authorized by C-Pro in writing; (B) modifications to the  C-Pro Platform not made by C-Pro; (C) your Data; or (D) Third-Party Products.

 

 


9.2.    Customer Indemnification. You shall indemnify, hold harmless, and, at C-Pro's option, defend C-Pro from and against any Losses resulting from any Third-Party Claim that your Data, or any use of your Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on your or any or your employees, contractors and/or agents (i) negligence or willful misconduct; (ii) use of the C-Pro Platform in a manner not authorized by this Agreement; (iii) use of the C-Pro Platform in combination with data, software, hardware, equipment, or technology not provided by C-Pro or authorized by C-Pro in writing; or (iv) modifications to the  C-Pro Platform not made by C-Pro, provided that you may not settle any Third-Party Claim against C-Pro unless C-Pro consents to such settlement, and further provided that C-Pro will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9.3.   Sole Remedy. THIS SECTION 9 SETS FORTH YOUR SOLE REMEDIES AND C-Pro'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE C-Pro PLATFORM INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL C-Pro'S LIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL AMOUNTS PAID TO C-Pro UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

9.4.    Limitations of Liability. IN NO EVENT WILL C-Pro BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR  C-Pro PLATFORM, IN EACH CASE REGARDLESS OF WHETHER C-Pro WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL C-pro's AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO C-Pro UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

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10. Term and Termination.


10.1.   Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the end of the month (the "Initial Term"). This Agreement will automatically renew for additional successive one-month terms unless earlier terminated pursuant to this Agreement's express provisions or you cancel your subscription prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

10.2.   Termination. In addition to any other express termination right set forth in this Agreement:


10.2.1.   C-Pro may terminate this Agreement, effective on written notice to you, if you: (A) fail to pay any amount when due hereunder, and such failure continues more than ten (10) days after C-Pro's delivery of written notice thereof; or (B) breach any of your obligations under Section 2.2 or Section 5;

10.2.2.   either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or

10.2.3.   either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.


10.3.   Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the C-Pro IP and, without limiting your obligations under Section 6, you shall delete, destroy, or return all copies of the C-Pro IP and certify in writing to the C-Pro that the C-Pro IP has been deleted or destroyed. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund.
Survival. This Section 10.4 and Sections 2.2, 5, 6, 8, 9, 10.3, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

 


11. Miscellaneous.


11.1.     Entire Agreement. This Agreement, including your subscription documents, and together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

11.2.    Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at such party's last known address (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.

11.3.    Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

11.4.   Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.5.    Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.6.    Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan 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 State of Michigan. 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 federal courts of the United States or the courts of the State of Michigan in each case located in the City of Ann Arbor, Michigan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.7.    Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of C-Pro. 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.

11.8.    Export Regulation. you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the  C-Pro Platform or any you Data outside the US.

11.9.    US Government Rights. Each of the Documentation and the software components that constitute the C-Pro Platform is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you only receives those rights with respect to the  C-Pro Platform and Documentation as are granted to all other end users, 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 users and their contractors.

11.10.   Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in your case, Section 2.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

 

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