Updated June, 2023
1. ACCEPTANCE OF TERMS THROUGH USE
You may not access the Exepron Site, Software and Services if You or the company You represent are a direct competitor of Exepron, except with express written consent of Exepron.
3. YOUR EXEPRON ACCOUNT, PASSWORD AND SECURITY RESPONSIBILITIES
4. ELECTRONIC COMMUNICATIONS
When You access or use the Exepron Site, Software and Services or send e-mails to us, You are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with You and Users on Your Account by e-mail, text or by posting notices on the Exepron Site or Software. You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.
5. COPYRIGHT AND CONFIDENTIAL INFORMATION
All content included on the Exepron Site, Software and Services, such as text, graphics, logos, button icons, images, audio and video clips, digital downloads, data compilations, information, or other material, in any form or media, contained in, obtained from, or relating to, including all results obtained from the Site and software is the property of Exepron, its owners or content providers and protected by United States and international copyright laws. The compilation of all content on the Exepron Site, Software and Services, software code and intellectual property is the exclusive property of Exepron and protected by U.S. and international copyright laws. All software used on the Exepron Site, Software and Services is the property of Exepron or its software suppliers and protected by United States and international copyright laws. You agree to hold, in strict confidence, the terms and conditions of this Agreement and details of individual purchase order releases and all other information which a recipient would reasonably assume was confidential (“Confidential Information”) received in connection with this Agreement and not to disclose Confidential Information to any third party without prior written consent of Exepron and not to make use of Confidential Information for purposes other than as necessary to reasonably receive Services contemplated by this Agreement. Confidential Information of Exepron includes, without limitation, the Software and Services, and all related modifications, configurations, enhancements and updates, and related non-public Exepron-supplied documentation, and the ideas, concepts, know-how, techniques, inventions, processes, designs, methods, discoveries and improvements reflected or embodied therein, which also constitute trade secrets of Exepron. This Section 5 prohibition does not apply to a disclosure that (i) includes information or lists You in a press release as one of multiple Customers or service providers, or (ii) is required by government regulation or in a regulatory filing. All Users of the Services and Software shall, as a condition to such use, be bound by confidentiality obligations equivalent to the above.
Exepron and other Exepron graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Exepron in the U.S. and/or other countries. Exepron’s trademarks and trade dress may not be used in connection with any product or service that is not Exepron’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Exepron. All other trademarks not owned by Exepron that appear on the Exepron Site, Software and Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Exepron.
One or more patents owned by Exepron and its owners may apply to the Exepron Site, Software and Services and to the features, content and services accessible via the Exepron Site, Software and Services. Portions of the Exepron Site, Software and Services may operate under license of one or more patents. Contact Exepron for a non-exhaustive list of patents and patents pending and licensed components.
8. LICENSE AND SITE ACCESS
The Exepron Site, Software and Services or any portion of the Exepron Site, Software and Services may not be reproduced, duplicated, modified, copied, sold, resold, visited, published, licensed, transferred or otherwise exploited for any commercial purpose without express written consent of Exepron. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Exepron without express written consent of Exepron. You may not use any meta tags or any other “hidden text” utilizing Exepron’s name or trademarks without the express written consent of Exepron. Any unauthorized use terminates the permission or license granted by Exepron. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Exepron Site, Software and Services, so long as the link does not portray Exepron, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Exepron logo or other proprietary graphic or trademark as part of the link without express written permission.
9. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Visitors may post reviews, comments and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Exepron reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If You do post content or submit material, and unless we indicate otherwise, You grant Exepron a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Exepron and sub-licensees the right to use the name that You submit in connection with such content, if they choose.
You own all rights and interest to the project data and information You enter into Your account. You and Your account users may be permitted to upload certain machine images, data, text, audio, video, images or other content (“Third Party Content”) to notes/links/list areas on each individual project of the Exepron Site, Software and Services. You acknowledge that (a) Exepron has not tested or screened Third Party Content, (b) You use any Third Party Content is at Your sole risk, and (c) Third Party Content may be subject to separate license terms as determined by the person posting such content.
You represent and warrant that You own or otherwise control all of the rights to the content, including any Third Party Content, that You and Authorized Users post, enter, submit or transmit; that the content is accurate; that use of the content You supply does not violate this policy and will not cause injury to any person or entity; and that You will indemnify Exepron for all claims resulting from content You supply. Exepron has the right but not the obligation to monitor and edit or remove any activity or content. Exepron takes no responsibility and assumes no liability for any content posted by You, Your account users or any third party. You grant to Exepron and its affiliates, its server and service providers a nonexclusive right to transmit, transfer any data and personal data which You or Authorized Users enter, submit or transmit into Your Exepron Account to process and store Customer Data solely in connection with Exepron’s provision of the Software and Services and performance of its obligations under this Agreement. Recognizing the global nature of the Internet, Customer agrees to comply with all local rules and regulations regarding online conduct and acceptable content. Specifically, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Customer resides. Microsoft and Exepron, the Data Processor and sub-processor facilitate the transfer of Personal Data outside of the European Economic Area using an EU-sanctioned mechanism for transferring personal data from the EU to the U.S. in order to provide the Software and Services. The European Union (EU) General Data Protection Regulation (GDPR) regulates the transfer of customer personal data to countries outside the European Economic Area (EEA), which includes all EU countries and Iceland, Liechtenstein, and Norway. Microsoft offers customers the EU Standard Contractual Clauses (SCC) (also known as EU Model Clauses) that provide specific guarantees around transfers of personal data for in-scope services. The EU Model Clauses are used in agreements between service providers (such as Microsoft) and their customers to ensure that any personal data leaving the EEA will be transferred in compliance with the GDPR. In July 2020, the Court of Justice of the European Union (CJEU) invalidated the EU-US Privacy Shield Framework for transfers of personal data from the EU to the United States. However, the EU Model Clauses continue to provide a valid mechanism for the transfer of personal data from the EU and EEA, as well as from Switzerland and the United Kingdom. Microsoft makes the EU Model Clauses available to customers as described in the Microsoft Online Services Terms (OST) Data Protection Addendum (DPA). Microsoft has long used the Standard Contractual Clauses (also known as the Model Clauses) as a basis for transfer of data for its enterprise online services. For personal data from the European Economic Area, Switzerland, and the United Kingdom, Microsoft will ensure that transfers of personal data to a third country or an international organization are subject to appropriate safeguards as described in Article 46 of the GDPR. In addition to Microsoft’s commitments under the Standard Contractual Clauses for processors and other model contracts, Microsoft continues to abide by the terms of the Privacy Shield framework but will no longer rely on it as a basis for the transfer of personal data from the EU/EEA to the United States.
10. COPYRIGHT COMPLAINTS
Exepron respects the intellectual property of others. If You believe that Your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE EXEPRON SITE, SOFTWARE AND SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY EXEPRON ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THE CUSTOMER AGREEMENT, AND COULD INCLUDE INACCURACIES AND ERRORS (INCLUDING BOTH SUBSTANTIVE AND TYPOGRAPHICAL ERRORS). IT IS ALSO POSSIBLE THAT UNAUTHORIZED ADDITIONS, DELETIONS AND ALTERNATIONS TO THE EXEPRON SITE SOFTWARE AND SERVICES COULD BE MADE BY THIRD PARTIES. ALTHOUGH EXEPRON DESIRES AND STRIVES TO MAINTAIN THE ACCURACY AND INTEGRITY OF THE EXEPRON SITE, SOFTWARE AND SERVICES AND ITS CONTENT, EXEPRON MAKES NO GUARANTEES WHATSOEVER AS TO THE ACCURACY AND INTEGRITY OF THE EXEPRON SITE, SOFTWARE AND SERVICES OR ITS CONTENT. EXEPRON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EXEPRON SITE, SOFTWARE AND SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING AND MUTUALLY AGREED, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE, SOFTWARE AND SERVICES IS AT YOUR SOLE RISK. YOU AGREE THAT THE USE OF THE EXEPRON SITE, SOFTWARE AND SERVICES IS SOLELY AT YOUR RISK AND YOU HAVE THE AUTHORITY TO COMMIT YOURSELF AND THE COMPANY YOU REPRESENT TO ELECTRONICALLY SUBMIT THE ACCOUNT ORDER. YOU WILL NOT HOLD EXEPRON RESPONSIBLE FOR THE POTENTIAL LOSS OF DATA; MISUSE OF THE EXEPRON SITE, SOFTWARE AND SERVICES, ITS SERVERS, SOFTWARE UTILITIES AND RESOURCES. YOU COMMIT TO FOLLOW THE GUIDELINES AND IMBEDDED TRAINING TO THE BEST OF YOUR ABILITY WHEN INSTALLING, IMPORTING AND MAINTAINING YOUR DATA, AS-WELL-AS THE RESULTING OUTPUTS AND REPORTS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, EXEPRON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXEPRON DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EXEPRON SITE, SOFTWARE AND SERVICES; ITS SERVERS; ITS 3RD PARTY SERVER PROVIDERS; OR E-MAIL SENT FROM EXEPRON ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXEPRON WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE EXEPRON SITE, SOFTWARE AND SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EXEPRON SITE, SOFTWARE AND SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE CUSTOMER AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE BY EXEPRON ARE PROVIDED “AS IS”. EXEPRON, ITS SUBSIDIARIES, PROVIDERS,OWNERS, AND ITS REPRESENTATIVES ACCEPT NO LIABILITY FOR ANY PROBLEMS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO YOUR SOFTWARE, HARDWARE, OR OTHER EQUIPMENT; ANY DELAY IN OPERATION OR TRANSMISSION OF THE SERVICES; ANY COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION; ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ON-LINE SYSTEMS, SERVERS, PROVIDERS, OR COMPUTER EQUIPMENT; OR ANY TRAFFIC CONGESTION OF FAILURE OF THE INTERNET OR ANY WEBSITE, THIS INCLUDES BUT NOT RESTRICTED TO THE COLLABORATION FEATURES OFFERED BY EXEPRON. THE SITE, SOFTWARE AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. EXEPRON, ITS SUBSIDIARIES, PROVIDERS, OWNERS, AND ITS REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE, SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE SITE, SOFTWARE AND SERVICES ARE SECURE OR THAT ANY WIRELESS OR WIRED CONNECTION WILL NOT BE ACCESSED, INTERCEPTED, ALTERED OR DESTROYED IN WHOLE OR IN PART BY AN UNAUTHORIZED THIRD PARTY; THAT ANY DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION (INCLUDING YOUR PERSONALLY IDENTIFIABLE INFORMATION) DOWNLOADED, RECORDED, TRANSMITTED OR INPUT THROUGH THE SERVICES WILL BE SECURE OR PROTECTED FROM UNAUTHORIZED ACCESS TO, ALTERATION, DELETION, DEFECT OR DESTRUCTION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
To the extent not prohibited by law, in no event shall Exepron, its owners, subsidiaries and providers be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the Exepron Site, Software and Services, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Exepron has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to You. In no event shall Exepron’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one month’s subscription. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
13. INDEMNIFICATION AND COOPERATION
15. EXPORT COMPLIANCE AND LOCAL LAWS
You acknowledge and agree to comply with all U.S. laws, regulations and requirements that regulate the export of U.S. origin products and technology and prohibit their use, sale or re-export if You know, or have reason to know, that such products and technology are for use in connection with the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or missiles, or for the furtherance of Weapons of Mass Destruction (WMD) proliferation. You represent and warrant that (a) You are not a resident or national, or Your company is 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 or Your company is not listed on any U.S. Government list of prohibited or restricted parties. Furthermore, You will comply with any laws from other jurisdictions that regulate import/export of information/data/know-how which may be applicable to You or Your company.
16. U.S. GOVERNMENT RIGHTS – Commercial Computer Software; Restricted Rights in Computer Software; Limited Rights in Technical Data
Under no circumstances are the Exepron Software and Services provided to the U.S. Government or any contractor to the U.S. Government with greater than restricted rights in computer software, and limited rights in technical data, unless specifically agreed to the contrary in writing in a PPA or written agreement executed by Exepron.
All Exepron Software (which term includes commercial computer software, Background Technology, commercial computer software documentation and Services provided by Exepron to make such software available) (“Software”) is commercial computer software and all Services are commercial items, and are provided to the U.S. Government with no greater than restricted rights in computer software, and limited rights in technical data. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases.
If the Software is licensed or related services are acquired by or on behalf of any agency within the DOD, Exepron provides the commercial computer software, Background Technology, including any commercial computer software documentation and related technical data, subject to the terms of the Exepron Agreement, as specified in DFARS 227.7202-3 and its successors.
Except as otherwise set forth in a written agreement signed by Exepron specifically contradicting this provision (U.S. Government Rights – Commercial Computer Software; Restricted Rights in Computer Software; Limited Rights in Technical Data), this provision is in lieu of, and supersedes, any other FAR, DFARS, Other Transaction Authority (OTA) or other clause or provision that addresses U.S. Government rights in computer software, Background Technology, computer software documentation, data or technical data as it applies to Exepron’s commercial Software, where such other clause or provision grants rights to the U.S. Government broader than those customarily provided or licensed to the public under the Exepron Agreement. For the avoidance of doubt, it is the express intention of Exepron that no rights to any Exepron Software, Background Technology, services, technology, data, technical data, documentation, intellectual property or other property, are transferred or licensed beyond the scope of rights normally licensed to Exepron’s customers with regard to its commercial computer Software, documentation or data, generally, and that Exepron’s participation as a subcontractor (or in any other capacity) under any DOD prime contract or DOD subcontract shall not result in a loss or diminution of Exepron’s rights. No contractor to the U.S. Government with respect to which Exepron may act as a subcontractor related to its commercial computer software and Background Technology, shall receive greater rights in the Exepron Software, than are necessary to enable authorized use of the Software by the U.S. Government.
Exepron reserves all rights not expressly granted. For the avoidance of doubt, Exepron grants no Government Purpose Rights under this Agreement, nor shall Exepron be obligated to deliver the Software, for which only usage rights are granted.
This paragraph shall be deemed part of the Exepron Agreement.
17. APPLICABLE LAW
18. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Exepron that Your copyrighted material has been infringed. (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) A description of the copyrighted work that You claim has been infringed upon; (c) A description of where the material that You claim is infringing is located on the Site; (d) Your address, telephone number, and e-mail address; (e) A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Exepron’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows: Courier address: Copyright Agent – McKee, Voorhees & Sease, 801 Grand Avenue, Suite 3200, Des Moines, Iowa 50309
The following terms will have the following meanings:
“Agreement” means the Exepron Software Subscription Service Agreement.
“Authorized Use“ means Your personal and private use, or Your use to further the legitimate business purposes of Your company, directly and reasonably relating to the business relationship of Your or Your company with Exepron.
“Authorized User” means You, Your company employees, representatives, consultants, contractors or agents who are authorized to use the Exepron Site, Software and Services and have been supplied usernames and passwords by You (or by Exepron at You request).
“Content” means all information, data, documentation or other material, in any form or media, audio or visual, contained in, obtained from, or relating to the Exepron Site, Software and Services, including all results obtained from the Site, Software and Services.
“Customer” means You and Your company, organization or the legal entity and its Affiliates that you represent.
“Include, Included, Includes” means including, but not limited to, wherever used.
“Information” includes all data, information, documents, files, personally-identifying information, and software disclosed by one party to the other in connection with the Exepron Site, Software and Services or Your Site, Software and Services use.
“Linked Site“ means any Internet site (including all information, data, and content thereon) that is linked to the Exepron Site, Software and Services but not owned by Exepron.
“Providers” means Exepron and its owners, subsidiaries, direct or indirect licensors, or other providers and contributors to the Exepron Site, Software and Services, other than Exepron.
“Site” means any Exepron internet site, page (and all sub-pages), uniform resource locator (“URL”), domain location, and all Information and Content thereon.
“Site Use” means Your use of or access to the Exepron Site, Software and Services (or any content thereon), as well as any other activities in which You engage relating to the Exepron Site, Software and Services, including any use of Site-related services.
“Software and Services” means Exepron’s online project management software platform developed, operated, and maintained by Exepron, accessible via a designated Site or IP address, including executable computer programs, Background Technology, files, content, information, reports, images incorporated in or generated by the Software and all data or other material, in any form or media, contained in, obtained from, or relating to, including all results obtained from the Site, or related documentation accompanying the Software, or any proprietary products or any ancillary online or offline products and services provided to Customer by Exepron.
“Viruses” means a virus, bug, worm, trojan horse or other harmful, disruptive or malicious code, files, scripts, agents or programs.
“You” or “Your” means You and Your company, organization or the legal entity and its Affiliates that you represent.
“Your Project Data” means any project data, information or material You enter or submit into Your Exepron Account during the course of Your Exepron Site, Software and Service use.
If your need is rapid improvement for a complex scheduling environment, your projects experience high uncertainty, and if late delivery has severe consequences, then evaluate Exepron.
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