Global Asset Management Center
This Terms and conditions for professional services agreement (the “Agreement“), last updated June 4th
2017 (the “Effective Date“), is by and between Prro, LLC, a California Limited Liability Company and an
indirect, wholly-owned subsidiary of Algorip and Renesent, Inc., a California Corporation with offices
located at 514 N. California Ave. Beaumont CA 92223, United States (the “Service Provider“) and
corporation, business, DBA, organization, LLC, Government (the “Customer“).
WHEREAS, Customer desires to retain Service Provider to provide certain advisory services upon the
terms and conditions hereinafter set forth, and Service Provider is willing to perform such services.
In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as
“Action” has the meaning set forth in Section 11.01.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person. The term
“control” (including the terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise.
“Authorized Service Recipients” means the Persons identified as such in a Statement of Work.
“Agreement” has the meaning set forth in the preamble.
“Change Order” has the meaning set forth in Section 5.02.
“Confidential Information” means any information that is treated as confidential by a party, including,
without limitation, trade secrets, technology, information pertaining to business operations and strategies,
and information pertaining to customers, pricing, and marketing. Confidential Information shall not include
information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior
to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public
other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed
by the Receiving Party independently of, and without reference to, any Confidential Information of the
Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any
obligation to the Disclosing Party to maintain the confidentiality of such information.
“Customer” has the meaning set forth in the preamble.
“Customer Contract Manager” has the meaning set forth in Section 4.01(a)
“Customer Equipment” means any equipment, systems, cabling or facilities provided by Customer and
used directly or indirectly in the provision of the Services.
“Customer Materials” any documents, data, know-how, methodologies, software and other materials
provided to Service Provider by Customer, including computer programs, reports and specifications.
“Deliverables” means all documents, work product and other materials that are delivered to Customer
hereunder or prepared by or on behalf of Service Provider in the course of performing the Services,
including any items identified as such in a Statement of Work.
“Disclosing Party” means a party that discloses Confidential Information under this Agreement. “Force
Majeure Event” has the meaning set forth in Section 17.01.
“Intellectual Property Rights” means all (a) patents, patent disclosures and inventions (whether
patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and
domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable
works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and
other confidential information, and (e) all other intellectual property rights, in each case whether registered
or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar
or equivalent rights or forms of protection in any part of the world.
“Key Personnel” means any Service Provider Personnel who is identified as being key in a Statement of
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law,
judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or
political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards,
penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of
enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Permitted Subcontractor” shall mean a third party that has been contracted by Service Provider to
provide any part of the Services to Customer.
“Person” means an individual, corporation, partnership, joint venture, limited liability company,
governmental authority, unincorporated organization, trust, association or other entity.
“Pre-Existing Materials” means all documents, data, know-how, methodologies, software and other
materials, including computer programs, reports and specifications, provided by or used by Service
Provider in connection with performing the Services, in each case developed or acquired by the Service
Provider prior to the commencement or independently of this Agreement.
“Project” means a project as described in/a Statement of Work.
“Project Milestone” means an event or task described in a Statement of Work which shall be completed
by the relevant date set forth in the Statement of Work.
“Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly
under this Agreement.
“Service Provider” has the meaning set forth in the preamble.
“Service Provider Contract Manager” has the meaning set forth in Section 3.01(a)(i).
“Service Provider Equipment” means any equipment, systems, cabling or facilities provided by or on
behalf of Service Provider and used directly or indirectly in the provision of the Services.
“Service Provider Personnel” means all employees and Permitted Subcontractors, if any, engaged by
Service Provider to perform the Services.
“Services” mean any professional or other services to be provided by Service Provider under this
Agreement, including without limitation through a Permitted Subcontractor, as described in more detail in
each Statement of Work, and Service Provider’s obligations under this Agreement.
“Statement of Work” means each Statement of Work agreed between the parties in accordance with this
Agreement including Section 2.02, and attached to this Agreement.
“Term” has the meaning set forth in Article VI.
and policies of Customer that are communicated to Service Provider in writing, including security
procedures concerning systems and data and remote access thereto, building security
procedures, including the restriction of access by Customer to certain areas of its premises or
systems for security reasons, and general health and safety practices and procedures; and
employee to serve as the primary contact with respect to this Agreement and who will
have the authority to act on behalf of Customer with respect to matters pertaining to this
Agreement (the “Customer Contract Manager”);
any act or omission of Customer, or its agents, subcontractors, consultants or employees outside of
Service Provider’s reasonable control, Service Provider shall not be deemed in breach of its obligations
under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by
Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
the requested change to the other in writing. Service Provider shall, within a reasonable time after such
request (and, if such request is initiated by Customer, not more than 20 business days after receipt of
Customer’s written request), provide a written estimate to Customer of:
(a) the likely time required to implement the change;
This Agreement shall commence as of the Effective Date and shall continue thereafter until the
completion of the Services under all Statements of Work, unless sooner terminated pursuant to Article
Fees and Expenses; Payment Terms
daily, weekly, monthly, or annual retainer, as well as percentage gross revenue, percentage fee
rate for the Service Provider direct sales, and marketing Service Provider set forth in the
applicable Statement of Work; and
out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services that have been approved in advance in writing by
○ Service Provider shall issue invoices to Customer only in accordance with the terms of this Section, and Customer shall pay all properly invoiced amounts due to Service Provider within 10 days after Customer’s
receipt of such invoice (the “Settlement Period”), except for any amounts disputed by Customer in good
faith. All payments hereunder shall be in US dollars and made by check or wire transfer. “In the event
payments are not received by Service Provider within 10 days after becoming due, Service Provider may
(a) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum
permitted under Law, from the date such payment was due until the date paid, and (b) suspend
performance for all Services until payment has been made in full, except for any amount disputed in good
faith in accordance with Section 7.6.”
responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other
use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative
works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the
extent incorporated in, combined with or otherwise necessary for the use of the Deliverables for any and
all purposes/solely to the extent reasonably required in connection with Customer’s receipt or use of the
Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by
Agreement to the extent necessary to provide the Services to Customer. All other rights in and to the
Customer Materials are expressly reserved by Customer.
(a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to
any third party without the prior written consent of the Disclosing Party; provided, however, that
the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its
Affiliates, and their officers, employees, consultants and legal advisors who have a “need to
know”, who have been apprised of this restriction and who are themselves bound by
nondisclosure obligations at least as restrictive as those set forth in this Article IX;
○ If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole
cost and expense, a protective order or other remedy; and
Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion
of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving
Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially
reasonable efforts to obtain assurances from the applicable court or agency that such Confidential
Information will be afforded confidential treatment.
or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of
confidentiality under this Section or using any Intellectual Property Rights of the other party or any of its
○ Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity as
represented herein under the laws and regulations of its jurisdiction of incorporation, organization
○ Service Provider represents and warrants to Customer that: (a) the Services and Deliverables will be in conformity in all material respects with all
requirements or specifications stated in this Agreement and the applicable Statement of Work for
a period of 30 days after acceptance by Customer. In the event of Service Provider’s breach of the
foregoing warranty, Service Provider’s sole and exclusive obligation and liability and Customer’s
sole and exclusive remedy shall be as follows:
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE
UNDER THIS AGREEMENT, AND (B) SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
II.2.Customer shall defend, indemnify and hold harmless Service Provider and Service Provider’s
Affiliates and their officers, directors, employees, agents, successors and permitted assigns from and
Losses awarded against Service Provider in a final judgment arising out of or resulting from any third
party Action arising out of or resulting from:
(a) bodily injury, death of any person or damage to real or tangible, personal property resulting
from the grossly negligent or willful acts or omissions of Customer; and
○ EXCEPT AS OTHERWISE PROVIDED IN Section 03, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
○ EXCEPT AS OTHERWISE PROVIDED IN Section 03, IN NO EVENT WILL SERVICE PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
○ The exclusions and limitations in Section 01 and Section 12.02 shall not apply to: (a) a party’s indemnification obligations under Article XI (Indemnification); and
○ Either party, in its sole discretion, may terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, by providing at least sixty (60) days’ prior written notice to the other
○ Either party may terminate this Agreement, effective immediately upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a
material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30)
days after receipt of written notice of such breach. For the avoidance of doubt, a failure by
Customer to pay Service Provider for an invoice made by Service Provider to Customer
in accordance with Section 7.03 (“Invoice Breach”), shall be deemed to be a breach that is
incapable of cure; and three occurrences of an Invoice Breach by Customer shall be deemed to be
a material breach of this Agreement; and
competent jurisdiction to take charge of or sell any material portion of its property or business.
III.3.The rights and obligations of the parties set forth in this Section 13.03 and Article I, Article VIII, Article
IX, Article X, Article XII, Section 13.03, and Article XVI, and any right or obligation of the parties in this
Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive
any such termination or expiration of this Agreement.
during the Term of this Agreement.
○ No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God;
Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to
continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force
If to Service Provider: email@example.com
If to Customer:
agreement, instrument or other document means such agreement, instrument or other document as
amended, supplemented and modified from time to time to the extent permitted by the provisions thereof
and (z) to a statute means such statute as amended from time to time and includes any successor
legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed
without regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted. The Schedules, Exhibits and Statements of Work
referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent
as if they were set forth verbatim herein.
prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or Statement of Work, the following order of precedence shall govern: (a) first, this Agreement, exclusive of its Exhibits and Schedules; (b) second, the applicable Statement of Work; and (c) third, any Exhibits and Schedules to this Agreement.
○ Governing law. Subject to Section 12(b) below, this Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the
laws of any jurisdiction other than those of the State of California. Neither the United Nations Convention
on the International Sale of Goods nor the Uniform Computer Information Transactions Act shall have any
application to this Agreement.
work statement is paid.
Recurring Service Subscription and Membership Terms & Conditions: This customer agreement (“Agreement”) is entered into as of the date stated in this agreement by and between Prro, LLC, a California Limited Liability Company and an indirect, wholly-owned subsidiary of Algorip, and Renesent, Inc., a California Corporation (“Algorip”) with its principal place of business at 514 N. California Ave. Beaumont CA 92223, and company mentioned above (the “Client”). In addition to the terms herein, this agreement incorporates by reference Prro’s standard Terms & Conditions (http://www.prro.co/customerterms/) as may be amended from time to time by Prro. Services Provided (the “Services”) under Prro, and Renesent, Inc., Monthly Billing.
Services Provided (the “Services”) under Prro, an Algorip and Renesent, Inc. company Edition, Monthly Billing (complete work scope stated in this invoice/work statement herein) Prro agrees to provide the Client non-exclusive access to services listed in this invoice/work statement.
License Terms This agreement will be in force for a minimum of 1 months from date stated on terms and fees. No cancellations or refunds will be permitted upon execution of this agreement and once the credit card is successfully charged. The contract will auto renew in 1 month increments unless cancelled with a written notice 7 days prior to then contract term.
Credit Card Authorization I authorize Prro, LLC, a California Limited Liability Company and an indirect, wholly-owned subsidiary of Algorip, and Renesent, Inc. to charge the agreed amount listed in this agreement to my credit card. I agree to pay for this purchase in accordance with the issuing bank cardholder agreement. Prro charges and collects in advance for use of these services. Client will be billed at the date of subscription downloaded, or as stated above as calculated from the payment received date.
Authorization All agreements are transferable and fully enforceable in the event of a transfer of ownership (sale, acquisition, merger, etc.) by either Prro or Client. By e-signing below, you are indicating that you have expressly accept the terms and conditions in this legal Agreement.