End User License Agreement

Thanks for choosing us to be your Project Delivery Solution—goPMO’s products, ImpelX services and website (the “Services”). This EULA contains the terms under which goPMO. and its affiliates provide their Services to you and describe how the Services may be accessed and used.
Depending on which Services you use, additional terms and policies may apply (the “Additional Terms”). Those Additional Terms will become a part of your agreement with us if you use those Services. For example, if you use our integration services to exchange project data with third-party systems, the Integration Terms of Service apply. We refer to the combination of this EULA and any applicable Additional Terms collectively as these “Terms”.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

TERMS AND CONDITIONS
1. FEES AND PAYMENTS
1.1. Fees for Services. You agree to pay to goPMO any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service either online or in writing (Exhibit A). Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Subscriptions. ImpelX Services are billed on a subscription basis (the “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by Contacting us. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than goPMO’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (the “Taxes”). You will pay goPMO for the Services without any reduction for Taxes. If goPMO is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide goPMO with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.

1.4. Price Changes. goPMO reserves the right to change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. goPMO will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

1.5. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.

2. PRIVACY
2.1. Privacy. In the course of using the ImpelX Services, you may submit content to goPMO (including your personal data and the personal data of others) or third parties may submit content to you through the Services (your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. goPMO’s Privacy Policy, together with any Service-specific data use policies, privacy statements and privacy notices (collectively, “privacy policies”), detail how we treat your Content and personal data and we agree to adhere to those privacy policies. You in turn agree that goPMO may use and share your Content in accordance with our privacy policies.

2.2. Confidentiality. goPMO will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by goPMO); (b) was lawfully known to goPMO before receiving it from you; (c) is received by goPMO from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by goPMO without reference to your Content.

3. YOUR CONTENT
3.1. Limited License to Your Content. You grant goPMO a worldwide, royalty free license to use, reproduce, distribute, modify, or adapt your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by goPMO’s privacy policies. This license for such limited purposes continues even after you stop using our Services, though you may have the ability to delete your Content in relation to certain Services such that goPMO no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide goPMO with feedback about the Services, we may use your feedback without any obligation to you.

3.2. Copyright Claims (DMCA Notices). goPMO, Inc. responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify goPMO for claims of copyright infringement in the following address: 5753 Highway 85 N, PMB 4055, Crestview, FL 32536.

3.3. Other Intellectual Property Claims. goPMO respects the intellectual property rights of others, and we expect our users to do the same. If you believe an ImpelX user is infringing upon your intellectual property rights, you may contact us. Claims of copyright infringement should follow the DMCA process outlined in these Terms, or any equivalent process available under local law.

4. goPMO INTELLECTUAL PROPERTY
4.1. goPMO Intellectual Property. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content).

5. USER CONTENT
5.1. User Content. The Services display content provided by others that is not owned by goPMO. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. goPMO is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.

5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, goPMO may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, goPMO otherwise has no obligation to monitor or review any content submitted or used by the Services.

5.3. Third-Party Resources. goPMO may publish links in its Services to internet websites maintained by third parties. goPMO does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

6. ACCOUNT MANAGEMENT
6.1. Keep Your ImpelX Password Secure. If you have been issued an ImpelX account by goPMO in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not goPMO, are responsible for any activity occurring in your account (other than activity that goPMO is directly responsible for which is not performed in accordance with the Customer’s instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify goPMO immediately. Accounts may not be shared and may only be used by one entity per account.

6.2. Keep Your Details Accurate. goPMO occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, goPMO will not be liable for any failure to store, or for loss or corruption of, your Content.

6.4. Account Inactivity. goPMO may terminate your account and delete any content contained in it if there is no account activity (such as a login event or payment) for over 12 months. However, we will attempt to warn you by email or by phone before terminating your account to provide you with an opportunity to log in to your account so that it remains active.

7. USER REQUIREMENTS
7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with goPMO. None of the Services are intended for use by individuals less than 18 years old. If you are under 18 years old or do not have the power to form a contract with goPMO, you may not use the Services. We recommend that parents and guardians directly supervise any use of the Services by minors. If you are using the Services on behalf of a business entity, you warrant that the business is validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.

7.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from goPMO.

8. ACCEPTABLE USES
8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.

8.2. Your Responsibilities. You are responsible for your conduct, content, and communications with others while using the Services. You must comply with the following requirements when using the Services:

8.2.1. You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

8.2.2. You may not circumvent or attempt to circumvent any limitations that goPMO imposes on your account (such as by opening up a new account that we have closed for a Terms violation).

8.2.3. Unless authorized by goPMO in writing, you may not probe, scan, or test the vulnerability of any goPMO system or network.

8.2.4. Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.

8.2.5. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

8.2.6. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. goPMO will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to goPMO.

8.2.7. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

8.2.8. Unless authorized by goPMO in writing, you may not resell or lease the Services.

8.2.9. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless goPMO has agreed with you otherwise. You may not use the Services in a way that would subject goPMO to those industry-specific regulations without obtaining goPMO’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement (BAA) with goPMO that permits you to do so.

9. SUPPORT AND MAINTENANCE
9.1. Helpdesk Support. You will designate one (1) user responsible for the administration and configuration of the software (“Named Administrators”).

9.2. Escalation Protocol. Escalation protocol for support proceeds from the goPMO Helpdesk case owner to the Licensee’s Account Manager, then the Vice President of Client Services, and, finally, the CEO.

9.3. User Phone Support. Named Administrators can call the goPMO Helpdesk via telephone, 24 hours per day, 365 days per year:

9.3.1. From within the United States and Canada (toll-free) at 866-515-8330

9.3.2. From outside the United States and Canada at 866-515-8330

9.4. Normal Business Hours. 9:00 AM to 5:00 PM Eastern Time

9.5. Support Portal. goPMO provides a secure support portal, (support.gopmo.com) available to Licensee’s Named Administrators, 24 hours per day, 365 days per year, except in instances of scheduled downtime. Administrators can (a) access support documentation, (b) submit new support cases, and (c) search and track existing cases. goPMO requests that all problems are reported using the support portal and include the case severity, case type and area of the Software.

9.6. Severity Level Definitions.
9.6.1. Severity 1 Problem. Definition: A Severity 1 Problem is one that renders the Software substantially unusable in production. Response/Resolution Time: goPMO will respond to a Severity 1 Problem within two (2) hours and will use commercially reasonable efforts to provide a solution within 24 hours.
9.6.2. Severity 2 Problem. Definition: A Severity 2 Problem is a major problem that causes a feature failure in the Software. Response/Resolution Time: goPMO will respond to a Severity 2 Problem within four (4) hours if the Problem is reported during Normal Business Hours. For Severity 2 Problems reported outside of normal business hours, response will be within two (2) hours of the start of the next business day.

9.6.3. Severity 3 Problem. Definition: A Severity 3 Problem is one that causes a feature failure in the Software. Response/Resolution Time: goPMO will respond to a Severity 3 Problem within twenty-four (24) hours if the Problem is reported during Normal Business Hours. For Severity 3 Problems reported outside of normal business hours, response will be within twenty-four (24) hours of the start of the next business day. goPMO will use commercially reasonable efforts to provide a work-around and/or incorporate a fix in the next Maintenance Release.

9.6.4. Severity 4 Problem. Definition: A Severity 4 Problem is one which causes a minor inconvenience to the Licensee, or that does not directly affect normal operations. Response/Resolution Time: goPMO will respond to a Severity 4 Problem within forty-eight (48) hours. As a solution, goPMO will consider incorporating a fix into a future version of the Software.

9.7. Activities Out of Scope for Helpdesk Support
9.7.1. Report writing, data import or enhancement related requests.

9.7.2. Third party software or hardware support.

9.7.3. On-site support.

10. SUSPENSION AND TERMINATION OF SERVICES
10.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle.

10.2. By goPMO. goPMO may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. goPMO may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where goPMO may decide that we need to take immediate action without notice. goPMO has no obligation to retain your Content upon termination of the applicable Service.

10.3. Further Measures. If goPMO stops providing the Services to you because you repeatedly or egregiously breach these Terms, goPMO may take measures to prevent the further use of the Services by you, including blocking your IP address.

11. CHANGES AND UPDATES
11.1. Changes to Terms. goPMO may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. goPMO may also provide notification of changes on its blog or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require goPMO to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

11.2. Changes to Services. goPMO constantly changes and improves the Services. goPMO may add, alter, or remove functionality from a Service at any time without prior notice. goPMO may also limit, suspend, or discontinue a Service at its discretion. If goPMO discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. goPMO may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

12. DISCLAIMERS AND LIMITATIONS OF LIABILITY AND INDEMNIFICATION
12.1. Disclaimers. WHILE IT IS IN GOPMO’s INTEREST TO PROVIDE YOU WITH A GREAT EXPERIENCE WHEN USING THE SERVICE (AND WE LOVE TO PLEASE OUR CUSTOMERS), THERE ARE CERTAIN THINGS WE DO NOT PROMISE ABOUT THEM. WE TRY TO KEEP OUR ONLINE SERVICES AVAILABLE 99.9% OF THE TIME WITHOUT ANY UNPLANNED OUTAGES, BUT THEY MAY BE UNAVAILABLE FROM TIME TO TIME FOR VARIOUS REASONS. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES AND UNDER ALL CIRCUMSTANCES. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND GOPMO DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

12.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GOPMO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF GOPMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF GOPMO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO GOPMO FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

12.4. Indemnification. WITHOUT LIMITING THE FOREGOING, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GOPMO, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, AND AFFILIATES (COLLECTIVELY “DISCLAIMING ENTITIES”) FROM AND AGAINST ANY CLAIM, SUIT, DEMAND, LOSS, LIABILITY, DAMAGE, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO (I) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT; (II) YOUR USE OF THE SERVICES; (III) YOUR OBLIGATIONS TO PAY AMOUNTS OWED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY REVERSALS, CHARGEBACKS, CLAIMS, FINES, FEES, PENALTIES AND ATTORNEYS’ FEES; (IV) NEGLIGENCE OR WILLFUL MISCONDUCT OF YOUR EMPLOYEES, CONTRACTORS, OR AGENTS; AND (V) ALL THIRD-PARTY INDEMNITY OBLIGATIONS WE INCUR AS A DIRECT OR INDIRECT RESULT OF YOUR ACTS OR OMISSIONS.

13. CONTRACTING ENTITY
13.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, goPMO, Inc.

13.2. goPMO, Inc. For any Service provided by goPMO, Inc., the following provisions will apply to any terms governing that Service:

13.3. Contracting Entity. References to “goPMO”, “we”, “us”, and “our” are references to goPMO, Inc., a Florida Corporation.
13.4. Governing Law. Those terms are governed by the laws of the State of Florida (without regard to its conflict of laws provisions).

13.5. Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Florida, and the federal courts located in Hillsborough County, Florida, with respect to the subject matter of those terms.

14. OTHER TERMS
14.1. Assignment. You may not assign these Terms without goPMO’s prior written consent, which may be withheld in goPMO’s sole discretion. goPMO may assign these Terms at any time without notice to you.

14.2. Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Florida, U.S.A., without giving effect to any conflict of law principles.

14.3. Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and goPMO, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.

14.4. Independent Contractors. The relationship between you and goPMO is that of independent contractors, and not legal partners, employees, or agents of each other.