End User License Agreement

Last updated: August 22, 2025

1. License Grant

This internet-based computer assisted online software known as "Proaction™" (the "SOFTWARE"), owned by PROACTION, INC., a Delaware corporation (hereinafter called "PROACTION"), is licensed to all users subject to the terms of this END USER LICENSE AGREEMENT (hereinafter called the "AGREEMENT"). The SOFTWARE is a web-based cloud solution and can only be used by users authorized to use the SOFTWARE pursuant to and strictly in accordance with the terms of this Agreement.

2. Ownership and Intellectual Property

The SOFTWARE is the property of PROACTION and, in part, its licensors ("LICENSORS"), and is protected by U.S. copyright laws and international copyright conventions and treaties. The names, logo, and all graphic designs contained or displayed in the SOFTWARE, package materials or licensed software are also the protected property of PROACTION or its LICENSORS. All rights, title, and interest in and to SOFTWARE are reserved to PROACTION and its LICENSORS.

3. License Terms

Every organization or individual (hereinafter called the "LICENSEE") which purchases a license or is granted access to use the SOFTWARE (a "LICENSE") shall be bound by the terms of this AGREEMENT and agrees that any "purchase" of the SOFTWARE constitutes a purchase of a software use license only and LICENSEE does not acquire any ownership interest in the SOFTWARE under this Agreement, or any other rights to the SOFTWARE other than to use the SOFTWARE in accordance with the LICENSE granted under this Agreement, subject to all terms, conditions, and restrictions.

The ownership of the content of the SOFTWARE and the underlying software, and any subsequent copies in any form or medium, is retained by PROACTION or its LICENSORS, as applicable. LICENSEE shall use all necessary efforts to safeguard all copies of the SOFTWARE and prevent unauthorized access, copying, or use.

4. Permitted Use

Subject to the terms and conditions of this Agreement, PROACTION grants LICENSEE a non-exclusive, non-transferable, limited license to use the SOFTWARE solely for LICENSEE's internal business purposes. This license does not include the right to:

Sublicense, sell, rent, lease, or otherwise transfer the SOFTWARE to any third party
Modify, adapt, translate, reverse engineer, decompile, or disassemble the SOFTWARE
Create derivative works based on the SOFTWARE
Copy or duplicate the SOFTWARE except for reasonable backup purposes
Remove or alter any proprietary notices, labels, or marks on the SOFTWARE

5. Restrictions

LICENSEE shall not, and shall not permit any third party to:

Use the SOFTWARE for any unlawful purpose or in violation of any applicable laws or regulations
Use the SOFTWARE to infringe upon the rights of any third party
Attempt to gain unauthorized access to the SOFTWARE or its related systems or networks
Interfere with or disrupt the integrity or performance of the SOFTWARE
Use the SOFTWARE to transmit any viruses, malware, or other harmful code

6. Data and Privacy

LICENSEE acknowledges that use of the SOFTWARE may involve the collection, storage, and processing of data. PROACTION will handle all data in accordance with its Privacy Policy and applicable data protection laws. LICENSEE is responsible for ensuring that it has obtained all necessary consents and authorizations for the collection and processing of any personal data through the SOFTWARE.

7. Updates and Modifications

PROACTION reserves the right to modify, update, or discontinue the SOFTWARE at any time without prior notice. PROACTION may, from time to time, provide updates, patches, or new versions of the SOFTWARE, which LICENSEE agrees to install promptly. Continued use of the SOFTWARE following any modifications constitutes acceptance of such modifications.

8. Term and Termination

This Agreement is effective until terminated. PROACTION may terminate this Agreement immediately upon written notice if LICENSEE breaches any provision of this Agreement. Upon termination, LICENSEE must cease all use of the SOFTWARE and destroy all copies in its possession or control.

9. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. PROACTION DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

IN NO EVENT SHALL PROACTION OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (III) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

11. Indemnification

LICENSEE agrees to indemnify, defend, and hold harmless PROACTION and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (i) LICENSEE's use of the SOFTWARE; (ii) LICENSEE's violation of this Agreement; or (iii) LICENSEE's violation of any rights of any third party.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of law provisions. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Iowa.

13. Entire Agreement

This Agreement constitutes the entire agreement between LICENSEE and PROACTION with respect to the SOFTWARE and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by PROACTION.

14. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15. Contact Information

If you have any questions about this End User License Agreement, please contact us at: support@proaction.com

Proaction, Inc.
500 Locust Street #160
Des Moines, IA 50309