This Software User Agreement ("Agreement") is a legal contract between Copesan Services, Inc., ("Copesan") and you (a business entity receiving services from Copesan) regarding your use of Copesan's RapidTrax® software application, which includes online computer programs, databases
of certain data that is specific to you, and electronic and printed materials and reports (collectively, "Application").
License Grant
For so long as you receive the Services and are not in breach of your contract with Copesan, Copesan hereby grants you a non-exclusive,
non-transferable, limited license to access and use the Application to generate trending, analytical and service reports (collectively, "Reports")
regarding information ("Data") that is specific to the pest management services provided to you by Copesan (collectively, "Services"). Copesan
expressly reserves all other rights.
The Services are governed by a separate agreement ("Services Agreement") between you and Copesan. Nothing in this Agreement grants you any right or license to do, or have anyone do for you, the following: (A) alter, modify, prepare derivative works of, or copy any part of the Application; (B) sell, sublicense, rent, lease or lend the Application; or (C) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
If you fail to comply with this Agreement, with any Copesan policy detailed in it, or with the Services Agreement, then, without prejudice to any other rights, Copesan may immediately terminate this Agreement. If this Agreement terminates or expires, you immediately must cease all use of the Application, and Copesan may suspend or deactivate your use of the Application with or without notice.
Copesan's Rights
All right, title and interest in and to the Application, the Data and the Reports, including without limitation any associated intellectual property
rights, are and will remain with Copesan. This Agreement does not convey to you any interest in or to the Application, the Data, the Reports, or
any associated intellectual property other than a limited license to use same as set forth in this Agreement.
Your Rights
As collected Data represents the pest management conditions in your facility, you have the right to receive copies of all Data and Reports should
termination of your Services Agreement with Copesan be initiated. Electronic versions shall be provided at no charge. Hard copies, if required,
may be subject to a nominal charge if an electronic logbook is in place.
User Passwords
User application passwords have minimum complexity requirements. Passwords are individually salted and hashed.
Password Maintenance
A valid user name and password are required, in order for your employees to access and use the Application. You are responsible for the
following: (A) assigning Application passwords to your employees, (B) keeping your employee lists current, and (C) ensuring that your employees
keep their passwords confidential.
Indemnification
You agree to indemnify, defend and hold harmless Copesan and its respective parent, affiliates, employees, agents, contractors, assigns,
licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs
(including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any third party claim or allegation against any
Indemnified Party arising from (i) your actual or alleged violation of any laws, rules, regulations, or ordinances, including any violations of state or
federal privacy laws; (ii) your actual or alleged breach of this Agreement; or (iii) your use, misuse or unauthorized use of the Application, Reports
or Data.
Disclaimer
THE APPLICATION, DATA AND REPORTS, ARE PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. CO-
PESAN DOES NOT, AND CANNOT, WARRANT THE PERFORMANCE OR RESULTS THAT YOU MAY OBTAIN BY USING THE APPLICATION, DATA OR
REPORTS, OR THE ACCURACY OF ANY DATA OR REPORTS. COPESAN MAKES NO WARRANTIES THAT THE APPLICATION, DATA OR REPORTS WILL
BE ERROR-FREE OR VIRUS-FREE. COPESAN WILL NOT BE LIABLE FOR YOUR UNAUTHORIZED USE OF THE APPLICATION OR ANY UNAUTHORIZED
ACCESS TO YOUR DATA OR REPORTS THAT RESULTS FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY BUSINESS DECISION
MADE AS A RESULT OF OR IN RELIANCE ON DATA OR REPORTS.
You are asked to report any Application error or malfunction promptly to Copesan. Although Copesan assumes no legal obligation with respect to your use of the Application, it is Copesan's intent to address errors and malfunctions through commercially reasonable corrective efforts based upon priorities and available resources that Copesan may assign to such errors or malfunctions.
Limitation of Liability
You assume the entire risk for using the Application, the Data and the Reports. In no event will Copesan be liable to you for any damages
including direct, consequential, indirect, incidental, special or punitive loss, damage or expense, or any lost profits, lost business, lost savings or
lost data, even if Copesan was advised of the possibility of same, or for any claim by any third party. You agree that your sole and exclusive
remedy is to cease use of the Application. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or
special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not
apply to you.
Confidentiality
For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed or made available to you under this
Agreement that relates to the Services or Application. You agree to protect Copesan's Confidential Information with the degree of care that you
use to protect your own confidential information of like nature, but in no case less than reasonable care. You agree that, except as expressly
directed by Copesan, you will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third
party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential
Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement.
Application and User Security
SSL Encryption: All data communications with the RapidTrax suite of products are sent over SSL connections. Secure Sockets Layer (SSL) protects
communications by using both server authentication and data encryption. This helps to ensure that user data in transit is safe, secure, and
available only to intended recipients.
User Authentication: Data on our database is logically segregated by account-based access rules. RapidTrax authentication issues a session token only to record encrypted authentication information. The token does not include the password of the user.
Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Wisconsin, without regard to any conflict of laws
principles. Any dispute will be submitted to the exclusive jurisdiction of the federal or state courts of competent jurisdiction with jurisdiction over
Milwaukee County, Wisconsin. In the event of a breach or contemplated breach of Copesan's intellectual property rights or confidential
information, Copesan may seek injunctive relief without the posting of a bond, proof of damages or other similar requirement.
The Uniform Computer Transaction Act ("UCITA") as adopted in some states will not apply to this Agreement. The United National Convention on Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement.
Waiver; Severability
Copesan's waiver of any breach of this Agreement by you, or Copesan's failure to exercise any right under this Agreement, on one or more
occasions will not be deemed a waiver of that or any other breach or right. If any part of this Agreement is held to be unenforceable by a court
of law or governmental entity with jurisdiction, that part will be deemed deleted and the remainder of this Agreement will continue in full force
and effect, in the manner that most closely meets the intent of the parties hereto.
Force majeure
Copesan will not be liable for failure to perform its obligations under this Agreement if such failure results from causes beyond its reasonable
control such as acts of God, acts of terrorism, fire, explosion, third party strikes or labor disputes, delays by vendors or manufacturers,
governmental acts, staff unavailability due to illness or airline flight delay or similar causes.
Entire Agreement
This Agreement along with the Services Agreement, are the complete agreement between you and Copesan and supersede all prior and
contemporaneous proposals, agreements, understandings, representations, purchase orders and communications, whether oral or written.
Except as expressly permitted in this Agreement, this Agreement may be modified only by written amendment signed by the parties and no
other act, document, usage or custom will be deemed to amend or modify this Agreement.
Copesan
W175 N5711 Technology Dr. Menomonee Falls, WI 53051
800.COPESAN (800.267.3726)
