Last updated: August 22, 2025
End User License Agreement
END USER LICENSE AGREEMENT
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.
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.
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 SOFTWARE (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
The LICENSEE shall be entitled to use the licensed SOFTWARE in locations with appropriate access to the Internet and pursuant to a user login and password. LICENSEE shall be responsible for protecting and securing its/his/her user login and password to prevent unauthorized access to the SOFTWARE. Entity/corporate LICENSEES are responsible for supervising the use of and access to the SOFTWARE and any unlawful copying of the SOFTWARE by its personnel and are solely responsible for informing LICENSEE’s personnel of its policies regarding the handling of customer data, including obtaining consent necessary for using, transferring, and processing any of its data in accordance with applicable laws. Please contact PROACTION, INC. at SUPPORT@PROACTION.COM, with any questions concerning the use or copying of the SOFTWARE.
The LICENSEE, may NOT sell, rent, lend, or transfer the SOFTWARE or the Interfaces, or copies of the SOFTWARE or Interfaces, in whole or in part, or sell, rent or lend software access information such as passwords, usernames, etc., to any other institution or to any individual or institution not a party to this AGREEMENT. Any service bureau or outsource uses of the SOFTWARE and the Interfaces are prohibited. The LICENSEE is also advised that the SOFTWARE includes the following copyright notice, or a notice substantially similar to it, which is displayed on the computer monitor screen:
COPYRIGHT NOTICE: This computer online SOFTWARE is the property of PROACTION and/or its licensors, and is protected by copyright laws. The use of this SOFTWARE is subject to PROACTION’s End User License Agreement. The licensed SOFTWARE and users of this SOFTWARE may NOT sell, lend, or rent this SOFTWARE, copies of it, in whole or in part, or sell, rent or lend access information such as passwords, usernames and the like to other institutions, or individuals not a party to this AGREEMENT. Please contact PROACTION, INC. AT SUPPORT@PROACTION.COM with questions concerning the use or copying of this SOFTWARE.PROACTION reserves the right to release subsequent versions of the SOFTWARE and to require LICENSEE to obtain and use the most recent version. PROACTION may modify this End User License Agreement at any time with or without notice. If a modification is unacceptable to LICENSEE, LICENSEE may cancel the SOFTWARE. If LICENSEE continues to use the SOFTWARE, LICENSEE will be deemed to have accepted the modifications. PROACTION shall provide assistance to LICENSEE in the use of the SOFTWARE (by phone or email) in connection with any potential support needs in accordance with the terms of LICENSEE’s license agreement.
This AGREEMENT is NOT transferable by the LICENSEE. Any purported assignment, delegation, or transfer in violation of this Section 8 is void ab initio.
PROACTION expressly forbids decompiling, dissembling, modifying, reverse engineering, or any other derivative application or use of the SOFTWARE or any portion thereof, or any derivative production, modification, or translation of the text material displayed in the SOFTWARE or any part thereof, including the SOFTWARE and the Interfaces.
Any unauthorized use, including unauthorized copying, temporary or permanent transfer, or granting of unauthorized access, transmission, decompiling, modification or derivative use of the licensed SOFTWARE or Interfaces by the LICENSEE, constitutes copyright infringement. Such copying, transfer, or transmission, without the advance written permission of PROACTION, shall constitute a material breach of the License granted hereunder and may result in denial of future access to the SOFTWARE, legal action, or both.
PROACTION acknowledges that LICENSEE's business and vehicle data belongs to LICENSEE, and PROACTION respects and supports LICENSEE's right to protect its business and vehicle data. By accepting this Agreement, LICENSEE grants to PROACTION the right to share required business and vehicle data with third parties only if sharing such data is necessary for the SOFTWARE to operate as intended or to improve the services offered. PROACTION agrees that it will only use LICENSEE's business and vehicle data in compliance with this authorization.
DISCLAIMER: NEITHER PROACTION, ITS EMPLOYEES, NOR AGENTS, WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE. LICENSEE’S USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK.
LIMITATION OF LIABILITY: IN NO EVENT SHALL PROACTION OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, DESPITE PROACTION'S OR SUCH THIRD PARTY LICENSOR'S KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
This AGREEMENT shall be governed by the laws of the State of Iowa, without regard to its choice of law provisions. LICENSEE agrees that the license of the Software shall not be subject to the Uniform Computer Information Transactions Act. The LICENSEE consents to the jurisdiction of the courts sitting in Iowa, and, in any action brought by PROACTION to enforce this AGREEMENT, waives the defense of the lack of personal jurisdiction by such courts.
LICENSEE agrees that a violation of any of the provisions of this AGREEMENT by LICENSEE may result in immediate termination of this License and all rights to use the SOFTWARE and the Interfaces. Because such violation may cause irreparable harm and injury to PROACTION and/or its LICENSORS, PROACTION and its LICENSORS shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to seek an injunction enjoining and restraining LICENSEE and its employees, agents, representatives and/or assignees, as applicable, from doing or continuing to do any such act and any other violations or threatened violations of this AGREEMENT.
LICENSEE acknowledges that use of the SOFTWARE is restricted and limited to authorized users with valid login credentials and agrees that the SOFTWARE, all accompanying training materials, concepts, methodologies, tools, and graphics comprising the SOFTWARE, and screen shots of the SOFTWARE (collectively, “PROACTION's Proprietary Materials”) are proprietary to PROACTION. Accordingly, LICENSEE agrees that it shall not disclose to any third party, nor allow any third party access to, PROACTION's Proprietary Materials, excepting only other authorized users within LICENSEE's organization or as permitted pursuant to LICENSEE’S license agreement.
The SOFTWARE may be subject to US export control laws, including the US Export Administration Act and its associated regulations. LICENSEE shall not, directly or indirectly, export, re-export, or release the SOFTWARE to, or make the SOFTWARE accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. LICENSEE shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the SOFTWARE available outside the US.
Sections 9 through 17 shall survive the termination of this AGREEMENT.
