POLÍTICA DE PRIVACIDAD DE PROSTAR

ProStar recopila datos de usted, a través de nuestras interacciones con usted y a través de nuestros productos. Usted proporciona algunos de estos datos directamente, y nosotros obtenemos otros recopilando datos sobre sus compras, interacciones, uso y experiencias con nuestros productos. No obtenemos datos sobre usted de terceros.

Si representa a una organización, como una empresa, que utiliza PointMan, se recopilará y almacenará la información de su empresa.

Muchos de nuestros productos requieren algunos datos personales para prestarle un servicio. Usted no está obligado a facilitar los datos personales que le solicitamos, pero, si decide no hacerlo, en muchos casos no podremos ofrecerle nuestros productos o servicios ni responder a sus consultas.

ProStar utiliza los datos que recopila para ofrecerle experiencias interactivas y enriquecedoras. En particular, utilizamos los datos para mejorar nuestros productos, lo que incluye la actualización, la seguridad y la resolución de problemas, así como la prestación de asistencia. Los datos recogidos se conservarán durante un período de dos años tras la expiración de una licencia o, en el caso de la versión gratuita, la desinstalación del software. Para optar por no conservar los datos al dejar de utilizar el producto, o para solicitar o eliminar la información personal recopilada, póngase en contacto con [email protected].

ProStar puede recabar diversos datos, como su nombre, el nombre de su empresa, su número de teléfono, su dirección de correo electrónico, los identificadores de su dispositivo y su dirección IP. También utilizamos los datos para operar nuestro negocio, lo que incluye analizar nuestro rendimiento, cumplir con nuestras obligaciones legales, desarrollar nuestra plantilla y realizar investigaciones.

Los usuarios del software empresarial ProStar que estén conectados a nuestra plataforma en la nube y tengan activada la opción “Actualizar servidor con ubicación al iniciar sesión en un proyecto”, actualizarán periódicamente ProStar con su ubicación actual mientras la aplicación esté activa y mientras esté en segundo plano. Esta funcionalidad permite a los usuarios de una organización rastrear a otros usuarios de su misma organización en tiempo real. Esta característica está diseñada para la seguridad y la trazabilidad de todos los usuarios de campo, especialmente aquellos que se encuentran en lugares remotos o peligrosos. ProStar sólo solicitará acceso a la ubicación de fondo de un usuario cuando inicie sesión en un entorno empresarial. Los usuarios no empresariales no envían ningún dato de localización en segundo plano a nuestros servidores y la aplicación no solicitará ni permitirá la solicitud de estos permisos.

De vez en cuando, podemos utilizar su información personal para enviar avisos importantes, como comunicaciones sobre compras y cambios en nuestros términos, condiciones y políticas. Le notificaremos cualquier violación de la información personal que conservamos.

CONDICIONES DE USO DE PROSTAR

Software-as-a-Service Agreement

Capitalized terms not defined herein shall have the meaning set forth on the Order Form.

PART ONE – PUBLICITY

1. Publicity. ProStar retains the right to publish Customer as a customer and use Customer’s name/logo on social media forums, including ProStar’s website. ProStar also retains the right to publish a press release announcing the Customer as a new client of ProStar.

PART TWO – HOSTED SOFTWARE.

2. Access to the Hosted Software. ProStar grants Customer a right to access the Hosted Software and Work Product pursuant to the terms of an applicable Order Form and this Agreement (a “Subscription”).

2.1. The Hosted Software is located on servers that are controlled by ProStar. Customer may access the Hosted Software but has no right to receive a copy of the object code or source code to the Hosted Software.

2.2. Customer must have a high-speed Internet connection or other applicable network access, and hardware and software that are compatible with the Hosted Software as set out in the Documentation.

2.3. ProStar regularly upgrades and updates the Hosted Software. This means that the Hosted Software is continually evolving. Some of these changes will occur automatically, while others may require Customer to schedule and implement the changes. The changes may also mean that Customer needs to upgrade its equipment to make efficient use of the Hosted Software and ProStar will provide Customer with advance notification in this case.

3. Conditions of Use. The Hosted Software provided to Customer is non-exclusive, non-transferable (except as provided in Section 16.4), and is for Customer’s internal business use only. Customer may not:

3.1. transfer to any other person any of its rights to use the Hosted Software.

3.2. sell, rent, or lease the Hosted Software;

3.3. make the Hosted Software available to anyone who is not an “Authorized User”. An Authorized User is an employee of Customer, or of a person to whom Customer has outsourced services, who is authorized by Customer to access the Hosted Software as an Authorized User;

3.4. create any derivative works based upon the Hosted Software or Documentation;

3.5. copy any feature, design or graphic in, or reverse engineer the Hosted Software;

3.6. access the Hosted Software (i) to build a competitive solution or to assist someone else to build a competitive solution; or (ii) if Customer is an employee of a ProStar competitor;

3.7. use the Hosted Software in a way that violates any criminal or civil law;

3.8. load test the Hosted Software to test scalability; or,

3.9. exceed the usage limits listed in the Order Form.

4. Customer Data.

4.1. Customer must provide all data for use in the Hosted Software, and ProStar is not obliged to modify or add to the Customer Data. Customer is solely responsible for the content and accuracy of the Customer Data.

4.2. The Customer Data belongs to Customer, and ProStar makes no claim to any right of ownership in it.

4.3. ProStar must keep the Customer Data confidential in accordance with Section 13 of this Agreement.

4.4. ProStar must use the Customer Data only as necessary to carry out its obligations under this Agreement, and for no other purpose. However, ProStar:

4.4.1. may observe and report back to Customer on Customer’s usage of the Hosted Software, and make recommendations for improved usage of the Hosted Software;

4.4.2. may identify trends and publish reports on its findings provided the reports include data aggregated from more than one customer site and do not identify Customer;

4.4.3. may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to You (if any) related to PointMan. ProStar may use this information, if it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.

5. Hosted Software Warranties. ProStar warrants that: (i) the Hosted Software will function substantially as described in the Documentation; and (ii) ProStar owns or otherwise has the right to provide the Hosted Software and Work Product to Customer under this Agreement. The remedies set out in this Section 4 are Customer’s exclusive remedies for breach of either warranty.

5.1. If the Hosted Software does not function substantially in accordance with the Documentation, ProStar must, at its option, either (i) modify the Hosted Software to conform to its Documentation; or (ii) provide a workaround solution that will reasonably meet Customer’s requirements. If neither of these options is commercially feasible, either party may terminate the relevant Order Form under this Agreement, in which case ProStar shall refund to Customer all fees pre-paid to ProStar under the relevant Order Form for unused Hosted Software after the termination date.

5.2. If the normal operation, possession or use of the Hosted Software or Work Product by Customer is found to infringe any third party U.S. intellectual property right or ProStar believes that this is likely, ProStar must, at its option, either (i) obtain a license from such third party for the benefit of Customer; (ii) modify the Hosted Software or Work Product so that it no longer infringes; or (iii) if neither of these options is commercially feasible, terminate the relevant Order Form under this Agreement, in which case ProStar shall refund to Customer all fees pre-paid to ProStar under the relevantOrder Form for unused Hosted Software after the termination date.

5.3. However, ProStar has no warranty obligations for:

5.3.1. the extent that Hosted Software or Work Product has been modified by Customer or any third party;

5.3.2. problems in the Hosted Software or Work Product caused by any third-party software or hardware, by accidental damage or by other matters beyond ProStar’s reasonable control.

5.4. ProStar will regularly scan the Hosted Software with a generally available anti-virus software program and will remove or quarantine any hostile computer viruses, malware, or related items.

PART THREE – PROFESSIONAL SERVICES.

6. Professional Services.

6.1 SOW. The deliverables, fees, personnel, scope, and other terms of each Professional Services engagement will be set forth in an Order Form and an accompanying SOW exhibit. Professional Service engagements are billed at time and materials or fixed fee in accordance with its Order Form and SOW.

6.2. ProStar warrants that (i) the Work Product will substantially conform to the SOW; and (ii) the Professional Services will be performed with reasonable skill, care and diligence. The remedies set out in this Section 6 are Customer’s exclusive remedies for breach of either warranty.

6.2.1If the Professional Services do not conform to the SOW or are not performed with reasonable skill, care, and diligence, ProStar shall re-perform the Professional Services to the extent necessary to correct the defective performance.

6.3 Customer’s Responsibilities. Customer must provide ProStar with all information, access, and full good faith cooperation reasonably necessary to enable ProStar to deliver the Professional Services and must do anything that is identified in the SOW as Customer’s responsibility. If Customer fails to do this, ProStar will be relieved of its obligations to the extent that the obligations are dependent upon Customer’s performance.

6.4 Work Product. Upon payment in full of any amounts due for Professional Services, ProStar grants Customer a nonexclusive, non-transferable (except as provided in Section 16.4) right to use the Work Product for Customer’s internal business purposes. This right shall continue for so long as, and be subject to the same terms and conditions, as theSubscription to the applicable Hosted Software.

PART FOUR – INTELLECTUAL PROPERTY OWNERSHIP.

 7. Intellectual Property Ownership. ProStar solely owns or has licensed the rights to all intellectual property rights in the Hosted Software and the Work Product.

PART FIVE – GENERAL.

 8. Term of Agreement. This Agreement starts on the date that Customer signs an Order Form and ends when ProStar no longer is obliged to provide Customer with Hosted Software or Professional Services under any Order Form.

9. Payments. Customer must pay the fees listed in the relevant Order Form.

9.1 Late Fees and Finance Charges. Unless an Order Form specifies otherwise, all invoices are payable within thirty (30) days of the invoice date. Any balance not paid when due will accrue finance charges at the lesser of (a) one and one-half percent (1.5%) per month (18% per year) or (b) the maximum rate allowed by applicable law, calculated from the original due date until paid in full and compounded monthly. Customer will also be responsible for a thirty-five dollar ($35) fee for any returned check, ACH reversal, or chargeback, together with any bank charges ProStar incurs.

9.1.1 Costs of Collection. Customer shall reimburse ProStar for all costs and expenses incurred in collecting any past-due amounts, whether or not litigation is filed. These costs may include, without limitation: (a) reasonable attorneys’ and paralegal fees (including in-house counsel) at standard hourly rates, (b) court costs and filing fees, (c) expert and witness fees, (d) collection agency fees and commissions (which the parties acknowledge may be based on a percentage of the amount recovered), (e) skip-tracing and asset-investigation expenses, (f) costs associated with obtaining and enforcing judgments (including post-judgment discovery and execution), and (g) costs incurred in any bankruptcy proceeding, including relief-from-stay motions and preparation of proofs of claim. These obligations will survive termination of this Agreement.

9.1.2 Application of Payments. ProStar may, in its discretion, apply any payments received from Customer first to accrued finance charges and collection costs and then to the oldest outstanding invoice, regardless of any contrary notation or designation on the payment.

9.2 If Customer initially purchases Hosted Software for a term, and subsequently orders additional product, the purchase price for the additional product shall be pro-rated so that the added Hosted Software terminate on the same day as the initial Hosted Software order.

9.3 Term. The initial term is for one (1) year, or such other greater period agreed upon by the parties pursuant to a Master Services Agreement (the “Initial Term”), unless earlier terminated as permitted under the ProStar EULA, and shall automatically renew for successive periods equal to the Initial Term, or such other term agreed upon by the parties in writing (each, a “Renewal Term” and together with the Initial Term, the “Term”). You may cancel the automatic renewal by providing ProStar with at least ninety (90) days prior written notice to the end of the then-current Term. You agree that, if You do not give the required written notice of non-renewal, You will pay any and all fees applicable to the Renewal Term at ProStar’s then-current rates (or such other renewal rate, if any, agreed upon by the parties in writing).The renewal of promotional or one-time priced subscriptions will be priced at ProStar’s then-current list price in effect at the time of renewal, unless otherwise agreed upon by the parties in writing at the time of renewal. 

9.4 Suspension; Acceleration. Without waiving any other remedy, ProStar may suspend or limit Customer’s and any Authorized User’s access to the Hosted Software, Work Product, and Customer Data as soon as any invoice is five (5) or more days past due. If any invoice remains unpaid fifteen (15) days after its due date, ProStar may continue or expand such suspension without further notice. Suspension does not relieve Customer of its payment obligations, entitle Customer to any service-level credit, or extend the Term. If any amount becomes thirty (30) days past due, then, at ProStar’s option and without further notice, all remaining fees for the entire then-current Initial Term or Renewal Term (as applicable) will become immediately due and payable as liquidated damages and not as a penalty, the parties acknowledging that ProStar’s actual damages from early loss of a subscription would be difficult to quantify. Reinstatement after suspension is conditioned on (i) payment in full of all past-due amounts, finance charges, and collection costs and (ii) payment of a reinstatement fee of five hundred dollars ($500) or such other amount as ProStar reasonably determines.

9.5 Payment Method; Auto-Pay Authorization. If Customer provides a credit card, debit card, or ACH/bank account for payment, Customer authorizes ProStar (and its payment processors) to charge that payment method for all fees due under this Agreement and any Order Form, including renewals, overages, late fees, finance charges, and collection costs, without any additional notice or authorization. Customer represents that it is authorized to use the designated payment method and will keep all payment information current, promptly notifying ProStar of any change. If a charge is declined, reversed, or charged back, the underlying obligation remains due and immediately payable, and Customer will be responsible for all related processor and bank fees. Customer waives any right to dispute a charge that conforms to this Agreement or the applicable Order Form and agrees that any billing dispute must be submitted to ProStar in writing within thirty (30) days of the invoice date or it is permanently waived.

9.6 Credit Reporting; Collection Referral. If any amount remains unpaid sixty (60) days beyond its due date, ProStar may, in its sole discretion and without additional notice to Customer: (a) refer the account to a third-party collection agency or attorney, (b) report the delinquency to consumer or commercial credit bureaus and trade-reference databases (for example, Dun & Bradstreet, Experian Business, or Equifax Business), (c) file suit, and (d) disclose to such third parties information about Customer and the debt that is reasonably necessary to pursue collection. Provided the information disclosed is accurate, Customer waives any claim against ProStar arising from such referral or reporting.

10. Termination and Suspension. 

10.1 Either party may terminate rights granted under a particular Order Form if the other breaches any material term of the Order Form (including a material term of this Agreement insofar as it applies to the Order Form) and the breach is not cured within 30 days of written notice.

10.2 Instead of terminating rights granted to a Customer under an Order Form, ProStar may suspend the provision of Hosted Software to Customer for a period of up to 45 days. At any time during that period, ProStar may terminate the rights granted to Customer.

10.3 Sections 3.4, 3.5, 4.3, 7, 9, 10.2, 11, 12, 13, 14, 15, and 16 continue after this Agreement ends.

10.4 If ProStar terminates an Order Form under this Agreement because of non-payment by Customer, all unpaid fees for theemainder of the Hosting Term immediately fall due for payment.

11. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE HOSTED SOFTWARE, WORK PRODUCT AND PROFESSIONAL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND PROSTAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE. PROSTAR DOES NOT WARRANT THAT THE USE OF THE HOSTED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, WORK STOPPAGE, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THIS POSSIBILITY. EACH PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND RELATED TO THEEVANT ORDER FORM SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY CUSTOMER TO PROSTAR UNDER SUCH RELEVANT ORDER FORM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. HOWEVER, THERE IS NO LIMITATION OF LIABILITY FOR CUSTOMER’S INFRINGEMENT OF PROSTAR’S INTELLECTUALPROPERTY RIGHTS, FOR AMOUNTS OWED BY CUSTOMER TO PROSTAR UNDER THIS AGREEMENT, OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN PROSTAR AND CUSTOMER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO PROSTAR.

13. Confidentiality.

13.1 This Agreement and the Hosted Software, Documentation, and Work Product contain valuable trade secrets that are the sole property of ProStar, and Customer agrees to use reasonable care to prevent other parties from learning of these trade secrets. Customer must take reasonable care to prevent unauthorized access to or duplication of the Hosted Software, Documentation, and Work Product, but in no event less care than Customer uses to protect its own confidential information and trade secrets.

13.2 The Customer Data and other materials marked as “Confidential” by Customer or if unmarked should reasonably be recognized as confidential information and disclosed to ProStar may include valuable trade secrets that are the sole property of Customer. ProStar must take reasonable care to prevent other parties from learning of these trade secrets, but in no event less care than ProStar uses to protect its own confidential information and trade secrets.

13.3 Sections 13.1 and 13.2 do not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or available; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.

13.4 Upon termination for any reason, upon request by the disclosing party, the receiving party will promptly return all Confidential Information of the disclosing party, provided however neither party shall be obligated to return Confidential Information received by the disclosing party that is stored in receiving party’s routine back-up system and in such case receiving party’s confidentiality obligations with respect to such Confidential Information shall survive indefinitely.

14. Indemnification by ProStar.

14.1 ProStar must indemnify and hold harmless Customer, its affiliates, and its and their directors, officers, and employees from any damages finally awarded or agreed to in settlement against Customer (including, without limitation, reasonable costs and legal fees incurred by Customer) arising out of any third party suit, claim or other legal action alleging that the use of the Hosted Software, Documentation or Work Product by Customer infringes any copyright, trade secret or United States patent, (“Legal Action”). ProStar must also assume the defense of the Legal Action.

14.2 However, ProStar shall have no indemnification obligations for any Legal Action arising out of: (i) a combination of the Hosted Software, or Work Product with software or products not supplied by ProStar; (ii) any repair, adjustment, modification or alteration to the Hosted Software by Customer or any third party; or (iii) any refusal by Customer to install and use a non-infringing version of the Hosted Software, or Work Product offered by ProStar under Section 5.2(ii). Section 5.2(ii) and this Section 14 state the entire liability of ProStar with respect to any intellectual property infringement by the Hosted Software or Work Product.

14.3 Customer must give written notice to ProStar of any Legal Action no later than 30 days after first receiving notice of a Legal Action, and must give copies to ProStar of all communications, notices and/or other actions relating to the Legal Action. Customer must give ProStar the sole control of the defense of any Legal Action, must act in accordance with the reasonable instructions of ProStar and must give ProStar such assistance as ProStar reasonably requests to defend or settle such claim. ProStar must always conduct its defense in a manner that is not averse to Customer’s interests. Customer may employ its own counsel to assist it with respect to any such claim. Customer must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with ProStar or its counsel, or because ProStar fails to assume control of the defense. Customer must not settle or compromise any Legal Action without ProStar’s express written consent. ProStar shall be relieved of its indemnification obligation under Section 14 if Customer materially fails to comply with Section 14.3.

 15. Indemnification by Customer.

15.1 Customer must indemnify and hold harmless ProStar, its affiliates, and its and their directors, officers, and employees from any damages finally awarded or agreed to in settlement against ProStar (including, without limitation, reasonable costs and legal fees incurred by Customer) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Customer’s use of the Hosted Software or Work Product (collectively the “Legal Claim”), except Customer has no obligation for a Legal Claim to the extent the Legal Claim arises because of a Legal Action. Customer must also assume the defense of the Legal Claim.

15.2 ProStar must give written notice to Customer of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim, and must give copies to Customer of all communications, notices and/or other actions relating to the Legal Claim. ProStar must give Customer the sole control of the defense of any Legal Claim, must act in accordance with the reasonable instructions of Customer and must give Customer such assistance as Customer reasonably requests to defend or settle such claim. Customer must always conduct its defense in a manner that is not averse to ProStar’s interests. ProStar may employ its own counsel to assist it with respect to any such claim. ProStar must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Customer or its counsel, or because Customer fails to assume control of the defense. ProStar must not settle or compromise any Legal Claim without Customer’s express written consent. Customer shall be relieved of its indemnification obligation under Section 14 if ProStar materially fails to comply with Section 15.2.

 16. Miscellaneous.

16.1 This Agreement together with the Order Form(s) represent the entire agreement of the parties, and supersede any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and an Order Form, the Order Form will prevail.

16.2 This Agreement may not be changed, or any part waived except in writing by the parties.

16.3 Governing Law; Venue; Jury Waiver; Prevailing-Party Fees. This Agreement will be governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in [Mesa County / the county of ProStar’s principal office], Colorado, and waive any objection to that venue, including any argument based on forum non conveniens. Each party irrevocably waives any right to a jury trial in any action arising out of or relating to this Agreement. In any action to collect amounts owed or to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, including fees and costs on appeal and in any bankruptcy or insolvency proceeding.

16.4 Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of ProStar. ProStar may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all, or substantially all of Customer’s assets, or to an assignment that is part of a genuine corporate restructure. Any assignment in breach of this Section is void.

16.5 Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid or by recognized overnight courier to the address appearing in the beginning of this Agreement or as changed through written notice to the other party.

16.6 Customer must not export or re-export, directly or indirectly, any Hosted Software, Documentation, Work Product, or confidential information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations.

16.7 The Hosted Software, Work Product, and Documentation provided to the U.S. Government are “Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, within the meaning of 48 C.F.R. 12.212 or 48 C.F.R.227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein, as provided in FAR 12.212, and DFARS 227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable.

16.8 ProStar shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly qualified in those states (locations) where the Services are to be performed, covering the operations of ProStar, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $1,000,000 aggregate); excess liability ($1,000,000 per occurrence, $1,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); and, professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). Such policies shall require that Subscriber be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. ProStar shall provide Subscriber upon request with certificates of insurance evidencing all the above coverage.

 PART FIVE – DEFINITIONS.

 17. Glossary.

17.1“Customer Data” means any electronic information stored by Customer for use with the Hosted Software.

17.2 “Documentation” means user documentation provided by ProStar for use with the Hosted Software, as periodically updated.

17.3“Hosted Software” means the hosted software modules whose functionality is described in the Order Form, and any modifications periodically made by ProStar, but does not include the Professional Services.

17.4“Order Form” means a document provided by ProStar and signed by Customer that describes ProStar’s Hosted Software and Professional Service offerings.

17.5“Professional Services” means the training, consulting, development, and other professional services identified on a SOW, but do not include the Hosted Software.

17.6 “SOW” means a statement of work provided by ProStar and signed by Customer that describes the Professional Services to be provided by ProStar to Customer. Each SOW is an exhibit to an applicable Order Form.

17.7“Work Product” means object code, source code, flow charts, documentation, information, reports, test results, findings, ideas and any works and other materials developed by ProStar in providing the Professional Services to Customer.