This agreement only applies to ProductionPro Enterprise Customers (Lite Production or Advanced Production). If your organization signed a ProductionPro Enterprise Agreement with ProductionPro, that Agreement may be different from the terms below. Please contact your organization’s Admin for details.

PRODUCTIONPRO ENTERPRISE AGREEMENT

Posted: 12/17/2018

This ProductionPro Enterprise Agreement (the “Agreement“) is between ProductionPro Technologies Inc., a Delaware corporation (“ProductionPro“) and the organization agreeing to these terms (“Customer“). This Agreement governs access to and use of the Services. By clicking “I agree,” signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services, and by agreeing to these terms you represent that you have the necessary authority to do so.

1. Services.
   1. Provision. This Agreement governs access to, and use of, the Services and underlying Software. Customer and End Users may access and use the Services in accordance with this Agreement and subject to the ProductionPro Privacy Policy located at www.production.pro/privacy.
   2. Data Processing and Transfer. This Agreement constitutes Customer’s instructions to ProductionPro to process Customer Data and Content. ProductionPro and its Sub-processors will only Process Customer Data and Content to provide the Services and to fulfill ProductionPro’s obligations in this Agreement. Customer agrees that ProductionPro and its Sub-processors may transfer, store, and Process Customer Data and Content in locations other than Customer’s country. The parties acknowledge that Customer Data and Content may contain Personal Data.
   3. Modifications. ProductionPro may update the Services from time to time, at its sole discretion and for any purpose deemed appropriate. If ProductionPro changes the Services in a manner that materially reduces their functionality, ProductionPro will notify Customer at the email address associated with the account, and Customer may elect to terminate the Agreement in accordance with the provisions set forth in Section 7.
   4. Software.
      1. Generally. As part of the Services, ProductionPro will provide Customer with Software that is centrally hosted on servers under control or direction of ProductionPro, accessible via the internet, and which may update automatically.
      2. License. ProductionPro hereby grants to Customer during the Term a limited non-exclusive license to download and install a copy of the App on a mobile device (if applicable) and use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 13.8), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer’s payment of the Fees.
   5. Service Level. ProductionPro will undertake commercially reasonable efforts to make the Services available 99.9% of the time, excluding any time referred to in the next sentence. Notwithstanding the foregoing, ProductionPro reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including without limitation, failure to pay any amounts due to ProductionPro.
   6. Customer Support. Subject to the terms and conditions hereof, ProductionPro will provide reasonable support to Customer for the Services, including email support and online chat support during business hours (10 am to 6 pm EST, Monday through Friday) as necessary.
2. Customer Obligations.
   1. Customer Administration of the Services. Customer will cooperate with ProductionPro in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and by taking such other actions as ProductionPro may reasonably request. Customer may specify End Users as Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts ProductionPro’s responsibilities do not extend to the internal management or administration of the Services for Customer.
   2. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13 (“U13″). Customer will ensure that it does not allow any U13 to use the Services unless that U13 has provided ProductionPro with a verifiable parental consent. Customer will promptly notify ProductionPro of any unauthorized use of or access to the Services.
   3. Restrictions. Customer will not, and will not permit any third party to: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software in connection with any high risk or strict liability activity; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Software, documentation or data related to the Services or Software, unless this restriction is prohibited by law; (d) modify, translate, or create derivative works based on the Services or Software; (e) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (f) use the Services or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or (g) use the Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of ProductionPro, or (3) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
3. Payment.
   1. Fees. Customer will pay ProductionPro all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
   2. Payment. Customer will pay ProductionPro invoices on the payment interval set forth in the Order Form; if not otherwise specified, payments will be due within thirty (30) days of invoice. Customer authorizes ProductionPro to charge Customer for all applicable Fees using Customer’s selected payment method. Customer will provide complete and accurate billing and contact information to ProductionPro. ProductionPro may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
   3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. ProductionPro, will charge Taxes when required to do so. If Customer provides ProductionPro with a valid exemption certificate, ProductionPro will not collect the taxes covered by that certificate. In the case of any withholding requirements, Customer will pay any required Withholding Taxes itself and will not reduce the amount paid to ProductionPro on account thereof.
   4. Auto-renewals and Trials. If Customer’s account is set to auto-renewal or is in a trial period and Customer has already provided a method of payment to ProductionPro for the Services, ProductionPro may charge automatically at the end of the trial or beginning of each Renewal Term for the Renewal Term, unless Customer notifies ProductionPro that the customer wants to cancel or disable auto-renewal at least five (5) business days prior to the expiration of the then-current Services term. ProductionPro may revise Services rates by providing the Customer at least thirty (30) days’ notice prior to the next charge.
   5. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
4. Suspension.
   1. Of End User Accounts by ProductionPro. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that ProductionPro reasonably believes will cause it liability, then ProductionPro may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then ProductionPro may do so.
   2. Of Customer Account by ProductionPro. Notwithstanding anything to the contrary, ProductionPro reserves the right to suspend or limit Customer’s access to the Services if ProductionPro determines (in its sole discretion) that Customer’s use of the Services is likely to (i) damage the Services or interfere with ProductionPro’ ability to provide the Services, or (ii) place an unreasonable load on the Services.
   3. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then ProductionPro may automatically suspend use of the Services. ProductionPro will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
5. Intellectual Property Rights.
   1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) ProductionPro any Intellectual Property Rights in Customer Content or (b) Customer any Intellectual Property Rights in the Services or ProductionPro trademarks and brand features. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.
   2. Limited Permission. Customer shall (and Customer hereby represents and warrants that it does) possess and retain all right, title and interest in and to Customer Content provided by or on behalf of Customer, its customers and End Users, or otherwise distributed through the Services, and the intellectual property rights with respect to that Content. Customer, on behalf of itself, its customers and End Users, grants ProductionPro permission to access, process and otherwise use Customer Content in order to provide the Services to Customer, to track and analyze Customer use of the Services, and make Customer Content available to other users of the Services and other third parties. To the extent that Customer has intellectual property rights in Customer Content, Customer grants ProductionPro a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Customer Content for the purposes outlined in this Agreement. ProductionPro will not access, view, or listen to any Customer Content, except as set forth in the Terms hereof and as reasonably necessary to perform the Services or if Customer makes Customer Content publicly available. Actions reasonably necessary to perform the Services may include (but are not limited to) (i) responding to support requests; (ii) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (iii) enforcing these Terms. This limited permission also extends to Subcontractors or Sub-processors.
   3. Suggestions. ProductionPro may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send ProductionPro or post in ProductionPro’s forums without any obligation to Customer.
   4. Data Rights. Customer agrees that ProductionPro may store and use Customer Data that is collected directly from Customer or through Customer’s use of the Service, including Log Data, for the purposes of analytics, improvements to the Service, development of new or additional services, marketing and customer relations purposes. ProductionPro may transfer or assign rights in Customer Data to a third party only as set forth in section 13.8. ProductionPro may, in any way and in its sole discretion, use, reproduce, sell, publicize, or otherwise exploit Customer Data that has been aggregated and anonymized through the removal of any personally identifiable information.
6. Term.
   1. Agreement Term. This Agreement will remain in effect for the Term.
   2. Services Term. ProductionPro will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, additional End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
   3. Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least five (5) business days prior to the expiration of the then-current Services term.
7. Termination.
   1. Generally. Customer may terminate this Agreement at the end of the current Term upon written notice to ProductionPro at least five (5) business days prior to the start of any Renewal Term. ProductionPro may terminate this Agreement upon thirty (30) days’ written notice to Customer, or immediately in the event of any material breach of this Agreement by Customer, including without limitation, any breach of Section 2.3 and/or failure to pay any amounts when due hereunder. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.
   2. Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by ProductionPro to Customer will cease immediately; (b) ProductionPro will maintain Customer Content in its possession for sixty (60) days, after which it will delete all such Customer Content. The following sections will survive expiration or termination of this Agreement: 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Disputes), and 13 (Miscellaneous).
   3. Pause. Customer may elect to pause the Services at the end of the current Term for up to 12 months (after which this Agreement will automatically be terminated) upon written notice to ProductionPro at least five (5) business days prior to the start of any Renewal Term. ProductionPro will then turn off Customer’s access to Customer Content, maintain Customer Content and keep Customer account available to be turned back on again. Customer is responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. Customer will not have to pay ProductionPro for the period Customer account is inactive, and ProductionPro won’t charge Customer any additional fee to store and maintain Customer Content.
8. Security Measures.
   Any ProductionPro personnel who have access to Customer Content or Customer Data will be bound by appropriate confidentiality obligations. ProductionPro will use commercially reasonable technical and organizational security measures to transfer, store, and process Customer Content or Customer Data that are designed to protect the integrity of Customer Content or Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Content or Customer Data. However, Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.ProductionPro represents and warrants that it will not knowingly include, in any ProductionPro software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, Trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, ProductionPro fails to comply with the warranty in this Section, Customer may promptly notify ProductionPro in writing of any such noncompliance. ProductionPro will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance, in accordance with the provisions set forth in Section 7.
9. Indemnification.
   1. By Customer. Customer will indemnify, defend, and hold harmless ProductionPro from and against all claims, liabilities, damages, losses and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against ProductionPro regarding: (a) Customer Content, (b) Customer Data; or (c) Customer’s, or Customer’s End Users’, use of the Services in violation of this Agreement. ProductionPro has no obligation to monitor the Content provided by Customer or Customer’s use of the Services.
   2. By ProductionPro. ProductionPro will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against Customer to the extent based on an allegation that ProductionPro’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will ProductionPro have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with other products, processes or materials not furnished by ProductionPro; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
   3. Possible Infringement. If ProductionPro believes the Services or Software infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then ProductionPro may: (a) obtain the right for Customer, at ProductionPro’s expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If ProductionPro does not believe the options described in this section are commercially reasonable, then ProductionPro may suspend or terminate Customer’s use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
   4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE PRODUCTIONPRO AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
10. Warranty Disclaimers.
    PRODUCTIONPRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR PRODUCTIONPRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
11. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PRODUCTIONPRO OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR PRODUCTIONPRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PRODUCTIONPRO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO PRODUCTIONPRO HEREUNDER IN THE THREE (3) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
12. Disputes.
    1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 13.6. If a dispute is not resolved within thirty days of notice, Customer or ProductionPro may bring a formal proceeding.
    2. Arbitration. Customer and ProductionPro agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.
    3. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of New York, NY solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and ProductionPro consent to venue and personal jurisdiction there.
    4. No class actions. Customer may only resolve disputes with ProductionPro on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
    5. Costs and attorneys’ fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
13. Miscellaneous.
    1. Terms Modification. ProductionPro may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives ProductionPro written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 7). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. ProductionPro may revise the Privacy Policy at any time by posting a new version at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section 13.1.
    2. Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
    3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of ProductionPro, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
    4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY NEW YORK LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
    5. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    6. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to ProductionPro must be sent to ProductionPro Legal at legal@production.pro, with a copy to ProductionPro Technologies Inc. 175 Pearl St, Floors 1-3, Brooklyn, NY 11201.
    7. Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    8. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of ProductionPro. ProductionPro may not assign this Agreement without providing notice to Customer, except ProductionPro may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    9. No Agency. ProductionPro and Customer are not legal partners or agents, but are independent contractors.
    10. Subcontracting. ProductionPro will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.
    11. Force Majeure. Except for payment obligations, neither ProductionPro nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
    13. Publicity. Unless and until Customer notifies ProductionPro in writing to the contrary, ProductionPro is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion, and to place Customer’s name and logo on its website and marketing materials for this purpose.
14. Definitions.
    • “Account Data” means the account and contact information submitted to the Services by Customer or End Users.
    • “Administrator” means the Customer-designated technical End User who administers the Services to End Users on Customer’s behalf. Administrators may be able to access, disclose, restrict or remove Customer Content in or from End User Accounts or terminate access to End User Accounts.
    • “Admin Account” means the administrative account provided to Customer by ProductionPro for the purpose of administering the Services.
    • “Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.
    • “Claim” means a claim by a third party, including a regulatory penalty.
    • “Content” and “Customer Content” mean text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are uploaded, posted, generated, provided or otherwise made available by Customer or End Users through the Services; Customer Content does not include Account Data or Log Data as defined hereto.
    • “Customer Data” means all information, except Customer Content, that is obtained from Customer or End Users in connection with the Services, as well as any information derived from such information; Customer Data includes without limitation Account Data and Log Data as defined hereto.
    • “Effective Date” means the date this Agreement is accepted by Customer.
    • “End Users” means users of Customer’s Services account., whether they are (a) users who use Services to administer and manage a production or project (“Patrons”), (b) users who are invited to join a production or project created in the Services (“Collaborators”). End Users may include Customer’s and its Affiliate’s employees and consultants.
    • “End User Account” means a ProductionPro hosted account established by End User.
    • “Fees” means the amounts invoiced to Customer by ProductionPro for the Services as described on the Order Form.
    • “Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
    • “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    • “Log Data” means any data reflecting the access or use of the Services by or on behalf of Customer or any End Users. Without limitation, Log Data may include information such as a Customer or End User’s IP address, operating system, device information such as hardware information, device identifier, device settings, crash data, visit, session, click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.
    • “Order Form” means the ordering document, or ordering page, for the Services.
    • “Personal Data,” “Process,” and “Processing” have the meaning given to those terms in the EU Data Protection Laws.
    • “Provisioning Date” is the date upon which ProductionPro makes the Services available to Customer.
    • “Renewal Term” means, unless otherwise agreed to in writing by the Parties, the renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
    • “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
    • “Services” means the services ordered by Customer and provided by ProductionPro to Customer, which are described at https://production.pro, or other link that ProductionPro may provide.
    • “Services Term” means the Initial Services Term and all Renewal Terms for the applicable Services.
    • “Software” means the client software provided as part of the Services.
    • “Stored Data” means the files uploaded to the Services using the Software by Customer or End Users.
    • “Subcontractor” means an entity to whom ProductionPro subcontracts any of its obligations under this Agreement.
    • “Sub-processor” means an entity who agrees to Process Customer Data or Content on ProductionPro’s behalf, or on behalf of another ProductionPro sub-processor, in order to provide the Services.
    • “Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty or other charge of any kind or nature excluding tax that is based on ProductionPro’s net income, associated with the Services or Software, including any related penalties or interest.
    • “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
    • “Withholding Taxes” mean any income taxes that are imposed on ProductionPro or Customer’s reseller in which Customer is required by law to withhold or deduct on the payment to ProductionPro or Customer’s reseller.

PRODUCTIONPRO PRIVACY POLICY

Last Updated: April 1, 2019

Protecting your privacy is really important to us. With this in mind, we’re providing this Privacy Policy to explain our practices regarding the collection, use and disclosure of personal information when you use our Services, as defined in our Terms of Service, and the choices you have associated with that personal information. This Privacy Policy does not apply to any third-party websites, services or applications, even if they are accessible through our Services. This Privacy Policy applies to all users of the Services.

Revisions to this Privacy Policy

We may revise this Privacy Policy from time to time. If we make any material changes to this Privacy Policy, we’ll notify you of those changes by posting them on the Services or by sending you an email or other notification, and we’ll update the “Last Updated” date above to indicate when those changes will become effective.

Collection and Use of Information

Personal Information Collected or Received from You

Our primary goals in collecting Personal Information are to provide and improve our Services, to administer your use of the Services (including your Account, if you are an Account holder), and to enable you to enjoy and easily navigate our Services. We may also use your Personal Information to develop new products and services; verify your identity; conduct surveys, blogs, research and development; process transactions; prevent potentially prohibited or illegal activities; enforce our Terms; measure interest and engagement; customize content and advertising; and communicate with you. Personal Information means any information relating to an identified or identifiable natural person according to applicable law.

Account Information. If you create an Account, we’ll collect certain Personal Information that can be used to identify you, such as your name, email address, password, and we (or our service providers) may collect your credit card information and billing address (if you make any purchase through the Services).  If we enable you to create an Account using your login credentials from one of your SNS Accounts, we’ll be able to access and collect your name and email address and other Personal Information that your privacy settings on the SNS Account permit us to access.

Information Related to Use of the Services. Our servers automatically record certain information about how a person uses our Services (“Log Data”), including both Account holders and non-Account holders. Log Data may include information such as a your Internet Protocol (IP) address; browser type;, your home page customization preferences;, operating system;, the name of your internet service provider; device information such as your hardware information, mobile provider, unique device identifiers, device settings, and crash data; the web page that a user was visiting before accessing our Services and after leaving our website; the pages or features of our Services to which a user browsed and the time spent on those pages or features; search terms and advertising clicks/actions; the links on our Services that a user clicked on and other statistics. We use Log Data to administer the Services, and we analyze (and may engage third parties to analyze) Log Data to improve, customize and enhance our Services by expanding their features and functionality and tailoring them to our users’ needs and preferences. We may use Personal Information to generate aggregate information about how our Services are used. We may also collect your Production Content and other data you contribute or post on the Services, live chats and customer service emails and phone calls, order history, preferences and testimonials, and survey responses, in each case, in connection with your use of the Services.

Information Sent by Your Mobile Device. We collect certain information that your mobile device sends when you use our Services, like unique identifiers such as an advertising ID, device ID, user settings and the operating system of your device, as well as information about your use of our Services.

Location Information. When you use our Services, we may collect and store information about your general location.

Information Collected Using Cookies, Web Beacons and other Tracking Tools. Like many website owners and operators, we use automated data collection tools such as Cookies and Web Beacons to collect certain information.

“Cookies” are small text files that are placed on your device by a web server when you access our Services. We may use both session Cookies and persistent Cookies to identify that you’ve logged in to the Services and to tell us how and when you interact with our Services. We may also use Cookies to monitor aggregate usage and web traffic routing on our Services and to customize and improve our Services. Unlike persistent Cookies, session Cookies are deleted when you log off from the Services and close your browser. Although most browsers automatically accept Cookies, you can change your browser options to stop automatically accepting Cookies or to prompt you before accepting Cookies. Please note, however, that if you don’t accept Cookies, you may not be able to access all portions or features of the Services. Some third-party services providers that we engage (including third-party advertisers) may also place their own Cookies on your device. Note that this Privacy Policy covers only our use of Cookies and does not include use of Cookies by such third parties.

“Web Beacons” (also known as web bugs, pixel tags or clear GIFs) are tiny graphics with a unique identifier that may be included on our Services for several purposes, including to deliver or communicate with Cookies, to track and measure the performance of our Services, to monitor how many visitors view our Services, and to monitor the effectiveness of our advertising. Unlike Cookies, which are stored on the device, Web Beacons are typically embedded invisibly on web pages (or in an e-mail).

Our uses of such technologies fall into the following general categories:

• Operationally Necessary. This includes technologies that allow you access to our Services, applications, and tools that are required to identify irregular site behavior, prevent fraudulent activity and improve security or that allow you to make use of our Services;
• Performance Related. We may use technologies to assess the performance of our Services, including as part of our analytic practices to help us understand how our visitors use the Services;
• Functionality Related. We may use technologies that allow us to offer you enhanced functionality when accessing or using our Services. This may include identifying you when you sign into our Services or keeping track of your specified preferences, interests, or past items viewed;
• Advertising or Targeting Related. We may use first party or third party technologies to deliver content, including ads relevant to your interests, on our website and Services or on Third Party sites.

Personal Information that We Share with Third Parties

Personal Information Shared with Our Services Providers. We may engage third-party services providers to work with us to administer and provide the Services. These third-party services providers have access to your Personal Information for the purposes of performing services on our behalf (e.g., payment processing, customer service activities, IT and website-related services such as web hosting (including Amazon Web Services)).

We may share your Personal Information and any necessary payment information, such as credit card number, expiration date and billing address, with our payment processing services providers to complete and manage transactions that are initiated through the Services. When you make a purchase within the Services, we never receive or store your full credit card information. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their privacy policies. These payment processors adhere to the standards set by the Payment Card Industry Data Security Standard (PCI-DSS) and using industry standard security. PCI-DSS requirements help ensure the secure handling of payment information. The payment processors we work with are:

• Apple Store In-App Payments: www.apple.com/legal/privacy/en-ww/
• Stripe: stripe.com/us/privacy
• Chargebee: www.chargebee.com/privacy/0020
• Quickbooks: https://security.intuit.com/index.php/privacy

In accordance with applicable law, we may also share your Personal Information with our email service providers (e.g., Mailchimp) to help us communicate account and Service information and better market our products and services to you. These service providers may use your Personal Information only for the purpose of helping us to provide relevant products and services information to you and are expressly obligated not to disclose your Personal Information to others for their own purposes. If you don’t want us to use your Personal Information for marketing purposes, you can contact us at legal@production.pro.

Information Shared with Third Parties. We may share aggregated data we collect from the use of the Services, such as de-identified demographic information, de-identified location information, information about the computer or device from which you access the Services, market trends and other analysis that we create based on the information we receive from you and other users.

Sharing Content. We may offer Services with various tools and functionalities that allow you to share Personal Information. For example, we may allow you to provide Personal Information about your friends or colleagues through our referral services. Email addresses that you may provide for a friend or colleague will be used to send the content or link you request, but will not be collected or otherwise used by us or any other third parties for any other purpose.

Information Shared with Analytics, Social Media and Other Providers. We may use third party service providers for analytics, advertising and other purposes, including:

Analytics Services. We use Google Analytics and related services provided by Google, Inc. (“Google”) and other vendors to gather information about how users engage with our website and Services. For more information about Google Analytics, please visit www.google.com/policies/privacy/partners/. You can opt out of Google’s collection and processing of data through Google Analytics generated by your use of the Services by going to http://tools.google.com/dlpage/gaoptout.

Intercom Services. We provide a limited amount of your Personal Information (such as your email address and sign-up date) to Intercom, Inc. (“Intercom”) and utilize Intercom to collect data for analytics purposes when you visit our website or use our Services. Intercom analyzes your use of our Services and tracks our relationship by way of cookies and similar technologies so that we can improve our Services to you. For more information on Intercom’s use of cookies, please visit https://www.intercom.com/terms-and-policies#cookie-policy. We may also use Intercom as a medium for communications, either through email, or through messages within our Services such as a chatbot. For more information on the privacy practices of Intercom, please visit https://www.intercom.com/terms-and-policies#privacy. Intercom’s services are governed by Intercom’s terms of use which can be found at https://www.intercom.com/terms-and-policies#terms.

Social Media Sites, APIs and SDKs. We may use certain tools offered by companies such as Facebook, Instagram, Twitter and LinkedIn that enable those companies to collect or receive information about actions users take on our Services and elsewhere on the Internet through use of Cookies, Web Beacons and other storage technologies to provide measurement services, targeted ads and other services. For more information regarding the collection and use of such information, please see the privacy policies of those third parties. We may use third party APIs and software development kits (“SDKs”) as part of the functionality of our Services. APIs and SDKs may allow third parties including advertising partners to collect your Personal Information to provide content that is more relevant to you.  For more information about our use of APIs and SDKs, please contact us as set forth below.

Interest-Based Advertising and Third-Party Marketing. Through our Services, we may allow third party advertising partners to set technologies and other tracking tools to collect information regarding your activities and your device (e.g., your IP address, mobile identifiers, page(s) visited, location, time of day). We may also combine and share such information and other information (such as demographic information and past purchase history) with third party advertising partners. These advertising partners may use this information (and similar information collected from other websites) for purposes of delivering targeted advertisements to you when you visit third party websites within their networks. This practice is commonly referred to as “interest-based advertising” or “online behavioral advertising.” We may allow access to other data collected by the Services to share information that may be useful, relevant, valuable or otherwise of interest to you. If you prefer not to share your Personal Information with third party advertising partners, you may follow the instructions below.

Information Disclosed in Connection with Business Transactions. Information that we collect from our users, including Personal Information, is considered to be a business asset. Thus, if we are acquired by a third party as a result of a transaction such as a merger, acquisition or asset sale or if our assets are acquired by a third party in the event we go out of business or enter bankruptcy, some or all of our assets, including your Personal Information, may be disclosed or transferred to a third party acquirer in connection with the transaction.

Information Disclosed for Our Protection and the Protection of Others. We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.

Your Rights and Choices

We offer you choices regarding the collection, use and sharing of your Personal Information, and we’ll respect the choices you make. Please note that if you decide not to provide us with the Personal Information that we request, you may not be able to access all of the features of the Services.

Communication Preferences. We may send you push notifications through our Services. You may at any time update your preferences for receiving these types of communications by changing the settings on your device. When permitted under applicable law, we may periodically send you free newsletters and e-mails that directly promote our Services. When you receive such promotional communications from us, you will have the opportunity to change your preferences by following the unsubscribe instructions provided in the e-mail you receive. However, we do need to send you certain communications regarding the Services, and you will not be able to opt out of those communications – e.g., communications regarding updates to our Terms of Service or this Privacy Policy or information about billing.

Cookies and Interest-Based Advertising. You may stop or restrict the placement of technologies on your device or remove them by adjusting your preferences as your browser or device permits. The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs. You can access these, and also learn more about targeted advertising and consumer choice and privacy, at www.networkadvertising.org/managing/opt_out.asp, http://www.youronlinechoices.eu/, https://youradchoices.ca/choices/, and www.aboutads.info/choices. To separately make choices for mobile apps on a mobile device, you can download DAA’s AppChoices application from your device’s app store. Alternatively, for some devices you may use your device’s platform controls in your settings to exercise choice.

Please note you must separately opt out in each browser and on each device. Advertisements on third party websites that contain the AdChoices link may have been directed to you based on information collected by advertising partners over time and across websites. These advertisements provide a mechanism to opt out of the advertising partners’ use of this information for interest-based advertising purposes.

In accordance with applicable law, you may have the right to: (i) request confirmation of whether we are processing your Personal Information; (ii) obtain access to or a copy of your Personal Information; (iii) receive an electronic copy of Personal Information that you have provided to us, or ask us to send that information to another company; (iv) restrict our uses of your Personal Information; (v) seek correction or amendment of inaccurate, untrue, incomplete, or improperly Processed Personal Information; and (vi) request erasure of Personal Information held about you by us, subject to certain exceptions prescribed by law. If you would like to exercise any of these rights, please contact us as set forth below.

Rights of Access, Rectification, Erasure, and Restriction. In accordance with applicable law, you may have the right to: (i) request confirmation of whether we are processing your Personal Information; (ii) obtain access to or a copy of your Personal Information; (iii) receive an electronic copy of Personal Information that you have provided to us, or ask us to send that information to another company; (iv) restrict our uses of your Personal Information; (v) seek correction or amendment of inaccurate, untrue, incomplete, or improperly Processed Personal Information; and (vi) request erasure of Personal Information held about you by us, subject to certain exceptions prescribed by law. If you would like to exercise any of these rights, please contact us as set forth below.

Where you have consented to the processing of your Personal Information, you may withdraw that consent at any time and prevent further processing by contacting us as described below.

We will process such requests in accordance with applicable laws. To protect your privacy, we will take steps to verify your identity before fulfilling your request.

Responding to Do Not Track Signals. Your web browser may have a “do not track” setting which, when enabled, causes your browser to send a do not track HTTP header file or “signal” to each site you visit. At present, we do not respond to “Do Not Track” signals received from various web browsers.

Data Retention. We retain the Personal Information we receive as described in this Privacy Policy for as long as you use our Services or as necessary to fulfill the purpose(s) for which it was collected, provide our Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.

The Security of Your Personal Information

We take reasonable administrative, physical and electronic measures designed to protect the Personal Information that we collect from or about you from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.  Therefore, while certain of our features employ enhanced security measures, you agree that you are solely responsible for taking appropriate measures, including to protect your Production Content and other data and to keep backup copies of all your Production Content and other data. We have no responsibility or liability for deletion, corruption or other damage to or loss of your Production Content or other data that you submit through the Services.

Links to Other Sites

Our Services may contain links to websites and services that are owned or operated by third parties (each, a “Third-party Service”). Any information that you provide on or to a Third-party Service or that is collected by a Third-party Service is provided directly to the owner or operator of the Third-party Service and is subject to the owner’s or operator’s privacy policy. We’re not responsible for the content, privacy or security practices and policies of any Third-party Service. To protect your Personal Information, we recommend that you carefully review the privacy policies of all Third-party Services that you access.

International Transfer

By accessing the Services, your data will be transferred to or stored in the United States and in other countries.  Your Personal Information may be transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you’re located outside the United States and choose to provide your Personal Information to us, we may transfer your Personal Information to the United States and process it there.

Our Policy Toward Children

Our Services are not directed to children under 13 (or other age under applicable law), and we do not knowingly collect Personal Information from children under 13, unless we have their parents’ verified consent. If we learn that we have collected the Personal Information of a child under 13 and do not have their parents’ verified consent, we will take steps to obtain their parents’ verified consent, or delete such information from our files as soon as possible.

California Shine the Light Law

California law permits users, who are California residents, to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their Personal Information (if any) for their direct marketing purposes in the prior calendar year, as well as the type of Personal Information disclosed to those parties. Except as otherwise provided in this Privacy Policy, we do not share Personal Information with third parties for their own marketing purposes.

Supervisory Authority

If you are located in the European Economic Area, you have the right to lodge a complaint with a supervisory authority if you believe our processing of your Personal Information violates applicable law.

Processing Your Personal Information

If you are located in the European Economic Area, our legal basis for collecting and using your Personal Information described above will depend on the Personal Information concerned and the specific context in which we collect it.  Generally, we rely on performance of a contract because we need to process your Personal Information under the terms of our agreement with you in order to provide you with the Services. We also rely on our legitimate interests to collect Personal Information from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms.  Where we rely on our legitimate interests to process your Personal Information, they include the interests described above.

In some cases, we may rely on your consent or have a legal obligation to collect Personal Information from you or may otherwise need the Personal Information to protect your vital interests or those of another person.  If we rely on consent to collect and/or process your Personal Information, we will obtain such consent in compliance with applicable laws.

If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Information, please contact us as described below.

Questions?

Please contact us at legal@production.pro or 175 Pearl St, Floors 1-3, Brooklyn, NY 11201 if you have any questions about our Privacy Policy.

PRODUCTIONPRO DMCA POLICY

Last Updated: May 14, 2018

ProductionPro Technologies Inc. (“ProductionPro”) respects the intellectual property rights of others and expects its users to do the same.

It is ProductionPro’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights of others.

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, ProductionPro will respond expeditiously to claims of copyright infringement committed using the ProductionPro website or other online network accessible through a mobile device or other type of device (the “Sites”) that are reported to ProductionPro’s Designated Copyright Agent, identified in the sample notice below.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to ProductionPro’s Designated Copyright Agent. Upon receipt of the Notice as described below, ProductionPro will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Sites.