By accessing or using this website, you agree to be bound by these Terms and Conditions of Use. If you do not agree to these terms, please do not use this website.

All content on this website, including but not limited to text, graphics, logos, images, and software, is the property of our company or its content suppliers and is protected by copyright, trademark, and other intellectual property laws. You may use this content for personal, non-commercial purposes only. Any other use of the content, including but not limited to copying, modifying, distributing, transmitting, displaying, or selling it, is strictly prohibited without our prior written consent.

Please read these Propio Master Terms and Conditions (the “Agreement”) carefully. This Agreement is between you and Propio, Inc. and its affiliates (“Propio,” “we,” “us,” or “our”) and governs your access to and use of our Services and/or Platform, unless you and Propio have executed a Master Services Agreement (“MSA”), in which case such MSA will govern your access to and use of the Services and/or Platform. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “Partner,” “you,” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth herein.
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By using or accessing the Services and/or Platform, you represent and warrant you have complied and will comply with all obligations in this Agreement. Any modifications to this Agreement will be effective immediately upon posting of the updated Agreement to our website at https://joinpropio.com/Terms-and-Conditions. Your continued use or access of the Services and/or Platform following a posted updated Agreement constitutes your acceptance to be bound by any changes. YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES AND/OR PLATFORM IF YOU DO NOT ACCEPT ANY PART OF THE TERMS.
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THIS AGREEMENT INCLUDES A WAIVER OF CLASS ACTION AND AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY, UNLESS PROHIBITED BY LAW OR YOU EXPRESSLY OPT OUT OF ARBITRATION AS DESCRIBED IN THAT SECTION. PLEASE READ THIS AGREEMENT CAREFULLY.

1. CERTAIN DEFINITIONS
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The following terms have the following meanings:
1.1. “Ancillary Services” means services designated as such in an Order or otherwise agreed to in writing. Ancillary Services may include training, data conversion, integration, implementation, customizations, and/or enhancement services for the Platform. Ancillary Services do not include the Platform related Services.
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1.2 “Confidential Information” means all confidential or proprietary information disclosed by one party to the other in connection with this Agreement, unless it is or later becomes publicly available through no fault of the other party or it was or later is rightfully developed or obtained by the other party from independent sources free from any duty of confidentiality. Without limiting the generality of the foregoing, Confidential Information will include: (a) Partner and Client data, content and non-public information, documentation, and materials, which may be disclosed or made available from any source or in any form relating to the Partner’s or Client’s business, financial information, employees, programs, documentation, techniques, trade secrets, and systems, and (b) Propio’s Proprietary Items. Confidential Information will include the terms and pricing in this Agreement, but not the fact that this Agreement has been signed, the identity of the Parties or the identity of the services or products.

1.3 “Partner Accounting Services” mean the services and duties that a Client has engaged Partner to provide, directly or indirectly, such as tax advisory, preparation, and filing services, but excluding the Services provided by Propio under this Agreement.
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1.4 “Client” means a client of Partner that has engaged Partner to provide Partner Accounting Services (e.g., certain tax, accounting, or other service) and has access, use, or other rights relating to the Platform to facilitate the Partner Accounting Services.
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1.5 “Documentation” means Propio’s standard documents and policies relating to the Services and Platform as updated and amended from time to time.
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1.6 “Order” means an online registration initiated by Partner and accepted by Propio or an order that is executed by both Parties and references this Agreement through which Partner orders Services.
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1.7 “Platform” means Propio’s combination of proprietary and third-party application software, websites, solutions, hardware, and/or technology infrastructure supporting the Services and all related Propio content, reports, outputs, or information.
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1.8 “Proprietary Items” means, collectively, the Services, Platform, and Documentation, the visual expressions, screen formats, report formats and other design features or technologies of the Services and Platform, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Services, Platform, or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the Services, Platform, or Documentation, all derivative works (as such term is used in U.S. copyright laws) based upon any of the foregoing, deliverables and work product arising from the Ancillary Services, and all copies of the foregoing.
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1.9 “Services” means the services that are ordered under an Order, including (as applicable) access and use rights to the applicable Platform in accordance with the Documentation and this Agreement. Services (including Ancillary Services) do not include services requiring any license or accreditation by a tax, accounting, or similar organization or entity under any applicable law or regulation.
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1.10 “Subscription Term” means the duration of Partner’s right to receive, access, and use the Services and Platform, as set forth on an Order (the “Initial Subscription Term”) and any subsequent Renewal Subscription Terms. In the event that such duration is not specified on the applicable Order, the Subscription Term will be twelve (12) months. The Subscription Term will automatically renew for a term that is equal to twelve (12) months, unless one party provides the other party at least thirty (30) days written notice of its intent to not renew the Subscription Term (a “Renewal Subscription Term”).
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1.11 “Transactions” mean any bookkeeping transactions including, as non-limiting examples all bank transactions (rev/exp), journal entries, fixed asset tracking, expense allocation, accruals, and prepayments.

1.12 “User” means a specific and unique individual employee, agent or contractor of Partner or a Client with access to or use of the Services for the benefit of Partner or Clients.
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2. SUBSCRIPTION RIGHTS AND OBLIGATIONS.
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2.1 Subscription Rights; Propio Obligations. Subject to the terms and conditions of this Agreement, Propio will make available to Partner and its Users on a non-exclusive and non-transferable basis during the Subscription Term the Platform and related Services in accordance with the Documentation and applicable Order(s), and Partner and its Users may use the Services in accordance with the Documentation, applicable Order(s), and this Agreement. As applicable to the Services and in accordance with Propio’s generally applicable procedures, Propio will also:
    a) Host (or have hosted), operate, maintain, and support the Platform;
     B) Specify procedures according to which Partner may establish and obtain access to and use of the features and functions of the Services and Platform, including, without limitation, provision of any access codes, passwords, websites, connectivity standards or protocols, or any other relevant procedures; and
     C)Make available certain upgrades, enhancements, and/or error correction, as and if generally available to similarly situated customers and/or partners.

2.2 Partner Responsibilities. Partner is solely responsible for providing Partner Accounting Services, and the Services and Platform may facilitate such Partner Accounting Services. Partner (and its Users, as applicable) will: (a) be responsible for connecting to and using the Services and Platform made available to it in accordance with this Agreement; (b) be responsible for acts and omissions relating to its use of the Services and Platform, including any accounting, tax, or other decisions or filings relating thereto; (c) be responsible for the accuracy, quality, integrity and legality of Partner and User related data; (d) use commercially reasonable efforts to prevent unauthorized or improper access to or use of the Services or Platform, and notify Propio promptly of any such unauthorized or improper access or use, whether by Partner or any User; (e) use the Services and Platform only in accordance with this Agreement, the Documentation and applicable laws and regulations; and (f) reasonably cooperate with Propio as necessary for Propio to perform its obligations and protect its interest. With respect to Clients, Partner will (i) be responsible for entering into a reasonable and appropriate engagement letter or other agreement for any Partner Accounting Services consistent Partner’s professional duties and obligations, and (ii) not provide or make any commitments or warranties with respect to Propio or the Platform or Services that are inconsistent with this Agreement or otherwise misrepresent the Platform or Services in any way.

2.3 Restrictions. Partner will not (and will not permit any User or third party to) (a) make the Services or Platform available to any third party other than Users with a paid subscription pursuant to an Order, (b) resell, lease, distribute, transfer or otherwise make available the Services or Platform on a time-sharing or service bureau basis, except as expressly contemplated by this Agreement and its Order(s), (c) use the Services or Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Platform to store or transmit malicious code, (e) use or access the Services or Platform in any way that threatens the integrity, performance, or availability of the Services or Platform or any data therein, (f) attempt to gain unauthorized access to the Services, Platform or the data stored or processed therein, other than authorized Partner Data, (g) decompile, disassemble, or reverse engineer the Services or Platform, in whole or in part, or (h) use or reference the Services, Documentation, or Platform to develop (or have developed) a competing service or product. Propio may restrict or prohibit access by Partner, Clients, and/or Users if Propio reasonably suspects a breach or an adverse impact on other Propio partners or users or if Propio has any concerns regarding their use of the Services.

2.4 Miscellaneous. Certain items of software code provided with, or needed to access or use, the Services or Platform may be subject to open source or other third-party licenses (“Third-Party Code”). The Third-Party Code is not subject to the terms and conditions of this Agreement, except for this Section, the disclaimer of warranties and the limitations of liability. Instead, each item of Third-Party Code is licensed under the terms of the license that accompanies such Third-Party Code. Nothing in this document limits Partner’s rights under, or grants Partner rights that supersede, the terms and conditions of any applicable license for the Third-Party Code, including any rights to copy, modify, or distribute Third-Party Code under the applicable license. If Propio makes modifications to such Third-Party Code and if the applicable license requires that such modifications be made available and Propio does not already publish such modifications via the applicable Third-Party Code community, then Propio will make its modifications available on its website or as otherwise required.
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3. ANCILLARY SERVICES.
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3.1 General. Use of certain functions and features of the Services and Platform may require training, integration, implementation, and other ancillary or support services. Orders for Ancillary Services will describe the applicable Ancillary Services, fees, costs and expenses payable by Partner to Propio and any assumptions or dependencies relating to such Ancillary Services. Propio will have no obligation to perform any Ancillary Services until an Order including Ancillary Services has been executed or accepted by Propio.
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3.2 Partner Responsibilities. Partner will cooperate with Propio as necessary for Propio to provide Ancillary Services. Subject to the applicable Order, Partner will make available in a timely manner at no charge to Propio all facilities, office space and equipment, programs, data, files, documentation, test data, or other information and resources required by Propio for the performance of the Ancillary Services. Partner will be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all data, content, materials and information supplied by or on behalf of Partner. Partner will reimburse Propio for any additional efforts or costs it incurs as a result of Partner’s failure to perform its obligations.

4. PARTNER DATA.
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4.1 General. Partner acknowledges and understands that use of the Services or Platform will permit or require Partner (and/or Clients and/or Users) to provide or make available certain data, content, materials, and other information (“Partner Data”) to Propio for purposes of processing or storage. As between the parties for the purposes of this Agreement, all Partner Data will be considered proprietary to Partner, unless expressly agreed otherwise by Partner or the applicable User. Propio will only use Partner Data for performing the Services or Ancillary Services or as expressly authorized otherwise, under this Agreement or by the applicable User. Propio may aggregate and anonymize any data or information relating to Partner Data (“De-Identified Data”) to monitor, improve, or expand the Services, Platform or Propio’s commercial offerings, and/or use Partner Data to train and improve artificial intelligence algorithms and models (“AI Learnings”), as and if applicable, during and after the Subscription Term. De-Identified Data and AI Learnings may be combined and analyzed with other Propio partners’ data and learnings by Propio. De-Identified Data and AI Learnings will not disclose the identity of Partner.
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4.2 Data Safeguards; Disaster Recovery and Continuity. Propio will maintain reasonable and appropriate data safeguards and procedures designed to prevent the unauthorized use or disclosure of Partner Data in Propio’s possession or control (“Data Safeguards”). Partner Data may be stored on media or hardware containing data from other Partners both during and after the Subscription Term, provided such media and hardware are subject to the Data Safeguards.

4.3 Third-Party Service Providers. Propio may from time to time, engage third-party service providers, some of whom may be cloud-based or located outside of the United States, such as nationally recognized third-party cloud service providers, such as Amazon Web Services, Microsoft Azure, or Google Cloud, to gather, store, process, review, share and/or display Partner Data and communicate with Users. Upon Partner’s reasonable request, Propio will make available to Partner any audits reports or certifications that its subcontractor(s) generally make available to Propio and its Partners, subject to Partner’s agreement to comply with any confidentiality or other terms or conditions required by such subcontractor or its auditors. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PROPIO SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS TO THE EXTENT CAUSED BY THESE THIRD-PARTY SERVICE PROVIDERS THAT WERE OUTSIDE OF PROPIO’S REASONABLE CONTROL, AND THE FEES PAYABLE UNDER THIS AGREEMENT REFLECT THIS ALLOCATION OF RISK.

4.4 End of Subscription Term; Data Transfer. Upon the termination or expiration of the Agreement and subject to payment of all amounts then due and owing (other than Good Faith Disputes) and as directed by applicable User(s), Propio will transfer a copy of the applicable bookkeeping data, if any, from the most recent bookkeeping period that is in Propio’s possession or control to Partner within thirty (30) days following any termination or expiration (or otherwise upon Partner’s reasonable request). Propio is not obligated to store any Partner Data for more than thirty (30) days following the termination or expiration of the Subscription Term.

5. PAYMENTS.
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5.1 Fees and Expenses. In consideration for the rights granted to Partner and the performance of Propio’s other obligations under this Agreement, Partner shall pay to Propio, without offset or deduction, the fees and expenses as set forth in the applicable Orders and this Agreement. Prior to accessing the Platform, Partner must successfully complete Stripe’s checkout process and subscribe to the applicable monthly membership. By completing the checkout process, Partner authorizes Propio to charge the designated payment method through Stripe on a monthly basis. All such payments are subject to the terms and conditions of Stripe, which are hereby incorporated by reference. Except as otherwise provided in an Order or mutually agreed upon by the Parties, Propio will invoice Partner monthly in arrears. The fees for Ancillary Services will be based on Propio’s then-current standard fee rates unless otherwise stated in an applicable Order. Propio reserves the right to increase the fees each year after the Initial Subscription Term, provided that notice of such increases is given at least thirty (30) days in advance. Unless otherwise provided in an Order, all fees shall be due and payable within fifteen (15) calendar days after an invoice is issued by Propio. Whenever services are provided by Propio at a Partner location or any other location requested by Partner other than Propio’s designated locations, Partner shall reimburse Propio for reasonable travel, lodging, meal, and related expenses incurred in providing such services.
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5.2 Stripe Payment Processing. All payments will be processed exclusively via Stripe. Partner acknowledges that any disputes, delays, or errors related to the payment processing are subject to Stripe’s policies and dispute resolution procedures. Propio shall not be liable for any issues arising from Stripe’s operations.

5.3 Taxes. The fees and other amounts payable by Partner to Propio do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, Platform, Documentation, Ancillary Services, or otherwise, including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon Propio’s net income. Partner will directly pay any such taxes assessed. Partner will promptly reimburse Propio for any taxes payable or collectable by Propio (other than taxes based upon Propio’s net income), unless Partner is exempt from taxes and provides valid documentation regarding its tax-exempt status.

5.4 Payment Terms. Partner will promptly provide Propio any information necessary to facilitate Propio’s invoicing. Fees and expenses will be invoiced by Propio as set forth in the Order. All invoices will be sent to Partner’s address for invoices as designated by Partner or, if not designated, then the address printed on this Agreement. If any Partner payment is more than thirty (30) days past due, interest at the rate of eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) will accrue, unless the non-payment is subject to a Good Faith Dispute. All fees and other amounts paid by Partner under this Agreement are non-refundable, except as expressly provided otherwise. All dollar amounts referred to in this Agreement are in United States Dollars. “Good Faith Dispute” means a good faith dispute by Partner of certain amounts invoiced under this Agreement. A Good Faith Dispute will be deemed to exist only if (a) Partner has given written notice of the dispute to Propio promptly after receiving the invoice and (b) the notice explains Partner’s position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed.

6. WARRANTIES AND LIMITATIONS.
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6.1 General Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) if such party is a corporation, company or other entity (as applicable), such entity is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) such party’s execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part against such party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally; (c) the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such party; (d) its execution, delivery and performance of this Agreement does not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such party is subject; and (e) it will comply with all applicable laws and regulations relating to its business and responsibilities as contemplated by this Agreement.

6.2 Propio Limited Warranties. Propio further represents and warrants that (a) it will make available the Services in a competent and workmanlike manner (however, the Services are generally limited to basic bookkeeping as supported by the Platform (e.g., communication and integration technologies) and do not include accounting or tax services or any other service requiring a professional license); and (b) it owns or otherwise has sufficient rights (including without limitation all intellectual property rights thereto) to grant the licenses and other rights to Partner under this Agreement. Propio does not warrant that it will be able to correct all reported defects or that use of the Services will be uninterrupted or error free. Propio retains the right to modify its Services and Platform in its sole discretion.

6.3 Partner Limited Warranties. Partner represents and warrants that: (a) it is a qualified, licensed, and accredited (as and if required) to provide the Partner Accounting Services; (b) it is solely responsible for the Partner Accounting Services, including complying with all applicable laws, regulations, and professional standards relating thereto and any decisions or use of the Services in connection therewith; (c) it is not solely relying on the Services and related information or output, and will use its professional judgement in performing its responsibilities; and (d) it has all rights necessary to provide Partner Data to Propio and grant Propio the rights to use and disclose the Partner Data in accordance with this Agreement.
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6.4 DISCLAIMER. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6, THE SERVICES AND PLATFORM ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” AND PROPIO MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITH RESPECT TO THE SERVICES, (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, (B) THAT THE SERVICES WILL MEET PARTNER’S OR ANY CLIENTS’ REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES. PARTNER RECOGNIZES AND ACKNOWLEDGES THAT NO COMPLETELY SECURE SYSTEM FOR ELECTRONIC DATA TRANSFER EXISTS. AS SUCH, BY ENTERING INTO THIS AGREEMENT, PARTNER ACKNOWLEDGES THAT PROPIO MAKES NO WARRANTY, EXPRESSED OR IMPLIED, ON THE SECURITY OF ELECTRONIC DATA TRANSFERS.

6.5 SERVICES FOR INFORMATION PURPOSES ONLY. PROPIO DOES NOT GUARANTEE THAT THE INFORMATION PROVIDED BY IT OR ARISING FROM THE SERVICES ARE ERROR FREE AND THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY SUBJECT TO PARTNER’S REVIEW AND PROFESSIONAL JUDGEMENT. THE SERVICES ARE NOT AND SHOULD NOT BE MISCONSTRUED AS ACCOUNTING OR TAX ADVICE OR SOLELY RELIED ON. THE SERVICES ARE RELIANT ON THE PARTNER DATA PROVIDED TO PROPIO OR OTHERWISE RECEIVED UNDER THE AGREEMENT. IT IS PARTNER’S AND THEIR USERS’ RESPONSIBILITY TO VALIDATE AND CONFIRM ALL PARTNER DATA AND THE OUTPUT OF THE SERVICES.
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6.6 LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF ANY SERVICES, PLATFORM, DOCUMENTATION, OR ANCILLARY SERVICES BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROPIO’S TOTAL LIABILITY UNDER THIS AGREEMENT AND ALL ORDERS WILL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNTS ACTUALLY PAID BY THE PARTNER TO PROPIO DURING THE PRIOR SIX (6) MONTHS UNDER THE APPLICABLE ORDER(S) GIVING RISE TO THE CLAIM OR THIS AGREEMENT IF SUCH CLAIM DOES NOT RELATE TO A SPECIFIC ORDER. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO THIRD PARTY CLAIMS SUBJECT TO INDEMNIFICATION BY PARTNER, THE UNAUTHORIZED USE OR DISCLOSURE OF PROPRIETARY ITEMS, OR AMOUNTS, FEES, AND EXPENSES DUE AND PAYABLE TO PROPIO UNDER THIS AGREEMENT OR ANY ORDER.

6.7 Other. No action or claim of any type relating to this Agreement may be brought or made by Partner more than two (2) years after Partner first knows or should have known of the basis for the action or claim. If any Services or rights to the Platform are provided on or for an evaluation, trial, or proof of concept basis, then Partner’s sole remedy in connection therewith will be termination of the evaluation, trial or proof of concept.
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7. CONFIDENTIALITY.
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7.1 All Confidential Information of a party (“Disclosing Party”) in the possession of the other (“Receiving Party”), whether or not authorized, will be held in strict confidence, and the Receiving Party will take all steps reasonably necessary to preserve the confidentiality of the Confidential Information. The Disclosing Party’s Confidential Information will not be used or disclosed by the Receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under this Agreement, or (b) as required by law, provided that the other party is given a reasonable opportunity (if allowed by law) to obtain a protective order. The Receiving Party will limit its use of and access to the Disclosing Party’s Confidential Information to only those of its employees or representatives whose responsibilities require such use or access. The Receiving Party will advise all such employees and representatives, before they receive access to or possession of any of the Disclosing Party’s Confidential Information, of the confidential nature of the Confidential Information and require them to abide by the terms of this Section. Either party may disclose this Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality.
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8. OWNERSHIP.
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8.1 Propio Proprietary Items. All Proprietary Items provided to or accessed by Partner under this Agreement are being made available on a strictly confidential and limited use basis in accordance with this Agreement and have great commercial value to Propio. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Partner under this Agreement. Propio reserves all rights not expressly granted by this Agreement. All right, title, and interest in and to the Proprietary Items (including all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights) are and will remain the sole and exclusive property of Propio (or its licensors). Any derivative works, modifications, or enhancements relating to the Proprietary Items, De-Identified Data or AI Learnings (whether created alone by either party or jointly by or on behalf of both Parties or their representatives through Ancillary Services or otherwise) will be solely and exclusively owned by Propio. Partner hereby assigns to Propio any rights, title and interest, including all intellectual property rights in any feedback, suggestions, ideas, derivative works, modifications, enhancements, or improvements related to the Proprietary Items that Partner or any of its Users or representatives provide, propose, create, conceive, author or develop relating to this Agreement or their use of the Services or Platform. Partner will execute and deliver (or cause its representatives to execute and deliver) any additional documents deemed reasonably necessary or appropriate to perfect, maintain, protect, or enforce Propio’s rights and the intent of this Agreement.

8.2 Partner Proprietary Items. As between the Parties, Partner retains all of its right, title and interest in and to Partner’s internal systems, processes, software, trademarks and any data or other proprietary items provided by Partner in connection with its use of the Services and Platform, except as expressly provided otherwise. Partner hereby grants to Propio a limited non-exclusive right and license to Partner’s intellectual property to the extent necessary for Propio to perform its obligations or exercise its rights under this Agreement, including for Propio to white-label, co-brand, or brand the Platform for Partner with Partner’s designated name or trademarks with respect to Clients, as identified in an Order or otherwise mutually agreed. Propio will comply with any Partner branding guidelines identified in an Order or otherwise agreed in writing. All goodwill arising from or relating to the use by Propio of Partner’s name or trademarks shall inure solely to the benefit of Partner.
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9. INDEMNIFICATION.
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9.1 By Propio. Propio will defend, indemnify, and hold Partner harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third-party claim that any use of, or access to, the Proprietary Items by Partner as expressly authorized under this Agreement infringes or misappropriates, as applicable, any U.S. patent issued as of the effective date of this Agreement or any copyrights or trade secrets, provided that Partner gives Propio (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Propio may reasonably request, at Propio’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Propio will have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) the combination, operation, or use of the Proprietary Items with Partner Data or products, services, deliverables, materials, technologies, business methods or processes not furnished by Propio; (2) modifications which were not made by Propio; (3) Partner’s breach of this Agreement or use of the Proprietary Items other than in accordance with this Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that Propio believes that such a claim is likely, Propio may, at its option (i) modify the Proprietary Item so that it becomes non-infringing, or substitute functionally similar services, platforms, deliverables, or documentation; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate this Agreement (or the applicable Orders) on written notice to Partner and refund to Partner any pre-paid fees for Services not provided. The obligations set forth in this Section will constitute Propio’s entire liability and Partner’s sole remedy for any infringement or misappropriation.

9.2 By Partner. Partner will indemnify, hold harmless, and, at Propio’s option, defend Propio from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third-party claim resulting from (i) the IP Exclusions, (ii) Partner Accounting Services and Partner’s relationships with Clients, (iii) Partner’s and its User’s use of the Services, Platform, or Proprietary Items, (iv) Partner Data or other Partner proprietary items, including its trademarks (e.g., if Partner lacks adequate rights), except to the extent the claim is subject to indemnification under Section 9.1 or Propio’s gross negligence or willful misconduct. Propio agrees to give Partner: (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Partner may reasonably request, at Partner’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Partner will not settle any third-party claim, unless such settlement completely and forever releases Propio with respect thereto or unless Propio provides its prior written consent to such settlement. In any action for which Partner provides defense on behalf of Propio, Propio may participate in such defense at its own expense by counsel of its choice.

10. TERMINATION.
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10.1 General. If a party commits a material breach (including any non-payment of amounts owed by Partner to Propio), then the non-breaching party may terminate on thirty (30) days’ written notices to the breach party, unless such breach is timely cured before the end of that notice period. Orders will be terminated if this Agreement is terminated or as otherwise provided in the applicable Order.

10.2 Post Termination Obligations. Upon any termination or expiration of this Agreement, Partner will: (a) discontinue all access and use of all Proprietary Items; (b) promptly return to Propio all copies of the Documentation and any other Proprietary Items then in Partner’s possession or control, and (c) give written notice to Propio certifying that all copies of the Proprietary Items have been permanently deleted. Partner will remain liable for all payments due to Propio up through and including the date of such termination or expiration. If Propio terminates this Agreement or any Order for Partner’s uncured material breach, Partner will remain liable for and promptly remit to Propio the remainder of the fees through the end of the then-current Subscription Term that would have applied but for the termination. The applicable provisions that are required to survive to give effect to the intent will survive any termination or expiration, including Sections 2.2-2.4, 4.4, 5, 6.4 - 6.7, 7, 8, 9, 10, and 11.

11. OTHER PROVISIONS.
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11.1 Audit. During the Subscription Term and for a period of two (2) years thereafter, on fifteen (15) days’ notice during regular business hours, a party or its representatives may at its own expense reasonably inspect the other party’s books and records as necessary to verify compliance with the terms of this Agreement, including fees and payment obligations. The party being audited will make such books and records reasonably available and cooperate. If Partner under-reported or under-paid fees, Partner will promptly pay such amounts plus interest in accordance with Section 5; if such amounts exceed 5% of the annual fees in any year, Partner will also reimburse Propio for the reasonable cost of the audit.

11.2 Export. The Proprietary Items and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Partner agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Propio, or any products incorporating such data, in violation of the United States export laws or regulations.
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11.3 Assignment. This Agreement, and Partner’s rights and obligations, may not be assigned by Partner without Propio’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void.

11.4 Force Majeure. Propio will not be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, governmental action, labor conditions, earthquakes, the internet, third-party hosting or cloud service providers, material shortages or any other cause that is beyond the reasonable control of Propio.

11.5 Relationship. The relationship between the Parties under this Agreement is that of independent contractors and not partners, joint venturers or agents.
11.6 Use of Name. The Parties will collaborate and coordinate in how they use and reference the other, including press releases and on the Platform. Either party may list the other as a partner or in a routine list of organizations that they work with. Press releases and references to the other party are subject reasonable review and revisions by the other party.

11.7 Governing Law and Venue. The laws of the State of Delaware will govern this Agreement and any dispute arising hereunder without giving effect to the choice of law provisions thereof. Any and all disputes, claims, or causes of action relating to this Agreement will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the Parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. ANY CLAIMS BROUGHT BY A PARTY MUST BE BROUGHT IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF. The arbitrator will honor claims of privilege and privacy recognized at law. The arbitration will be confidential, and neither party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. The arbitration will occur in Wilmington, Delaware. The prevailing party in any arbitration will be entitled to recovery its costs and fees, including attorneys’ fees, arbitration related fees or costs it incurred, and any collection costs. Notwithstanding the foregoing either party may seek emergency equitable relief before the state or federal courts located in the State of Delaware in order to maintain the status quo pending arbitration or to protect its intellectual property, and hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the State of Delaware for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.

11.8 Entire Agreement. This Agreement contains the entire understanding of the Parties relating to the subject matter of this Agreement and supersedes all prior written or verbal and all contemporaneous verbal agreements and understandings relating thereto. This Agreement may only be amended in a writing signed by duly authorized representatives of the Parties.

11.9 Further Assurances. Each party will execute and deliver any and all additional papers, documents, and other assurances, and will do any and all acts and things reasonably necessary in connection with the performance of its obligations under this Agreement or to carry out the intent of this Agreement, including any reasonable or necessary consents for the use or disclosure of Partner Data.

11.10 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the Parties, and the remainder of the Agreement will remain in full force and effect.
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11.11 Notices. Propio may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. Partner is responsible for ensuring that your email address and property address on record are current. Partner agrees that any notice sent to the then-current email or property address in Propio’s systems or records is adequate and binding notice upon you. Partner will provide notice to Propio (such notice is deemed given when actually received by Propio) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Propio at “Attention Legal Notice, Propio Inc., 3900 7th Ave NE box 354625, Seattle, WA 98195,” with a copy by email to legal@joinpropio.com.
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11.12 Interpretation. Use of “herein,” “hereof,” “hereby” or similar terms refer to this Agreement as a whole, and the word “including” will be construed as “including without limitation.” The reference to any gender will be construed to include the masculine, feminine, and neuter. “Will” and “shall” have the same meaning, unless the context clearly requires otherwise. The captions in this Agreement are for convenience of reference only and are not to be considered in interpreting this Agreement. References to Sections are to sections of this Agreement.