Terms of Service

Welcome to ProcNote, an online educational platform developed by ProcNote LLC (“Us,” “We,” or “Our”) for use by schools on school-issued devices that provides a controlled environment for writing instruction. Teachers can ensure that only approved research material is available to the student during the writing process so that student work is original and AI or other tools aren’t used by students to skip the “thinking” step when drafting.

ProcNote makes its platform and associated software and services (collectively “Services”) available by contract with a local school, school district, or educational institution (“School,” “You,” or “Your”). These terms and conditions (“Agreement”) apply to the School unless another written agreement has been entered into with Us.

For a teacher, staff member, contractor, student, or parent, use of the Services is only as authorized by the School and subject to these terms and restrictions herein, as well as the School’s applicable policies and procedures. Further, ProcNote reserves the right to suspend or terminate the access of any user for violation of the “Restrictions on Use” as stated below. Our Privacy Policy and Student Data Privacy Addendum apply to any use of Our Services and describe how We collect, use, and protect personally identifying information, as well as how a School or user may submit requests to exercise rights with respect to an individual’s personal information under applicable law.

Special Notice for Public Institutions. If You are a public institution or an instrumentality of a state or local government, You may be subject to a number of laws and regulations that prevent You from accepting certain contractual provisions, such as indemnities or out-of-state choice of law and venue provisions. You may also be required to confirm certain conditions or exceptions, such as no authority to obligate funds for future periods in advance of appropriations, and the limitation of confidentiality that can be applied to materials subject to “open records” or “freedom of information” act. Therefore You and We agree that in such circumstances and to the extent any provisions of this Agreement conflict with mandatory provisions of applicable law, such provisions do not apply and are void and not binding on You.

1. *Use of the Services.* Subject the terms and conditions of this Agreement, We hereby grant You and Your authorized users a limited, non-exclusive, non-sublicensable and nontransferable right as specified during an online purchase or in an order form (Your “Order”) to access and use the Services ordered only in accordance with this Agreement, the terms of the Order, ProcNote’s published Documentation, and solely for the School’s educational programs. Your use of the Services is subject to certain limitations as stated in Your Order and the Documentation, such as on the duration of Your subscription (“Subscription Term”), the number and types of named users permitted to access the Services, and any other limits specified in the Order (“Usage Limits”). You will be charged the applicable Fees for any use in excess of the Usage Limits at then-current prices. User subscriptions to Services cannot be shared or used by more than one (1) named user but may be reassigned to a new user replacing a person who no longer requires access to the Service during the Subscription Term. You are solely responsible for selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords, and restricting access to the Services. We assume no responsibility for damage or loss arising from unauthorized access to the Services due to Your failure to protect accounts through proper security and maintenance of User logins and passwords.

2. *Trial Plan.* If You ordered a “trial” or other evaluation edition of the Services under a no-charge plan (“Trial Plan”), You may use the Service for a maximum of thirty (30) days unless a longer period is approved by Us in writing (the “Trial Period”). You may use the Services under the Trial Plan solely for Your evaluation purposes, but not in a production setting. The Services will automatically cease functioning at the end of the Trial Period and all data an information hosted by the Services will no longer be available. You acknowledge and accept that We may terminate Your use of the Services under the Trial Plan for any reason or no reason at all and without any required prior notice. DURING THE TRIAL PERIOD AND USE UNDER THE TRIAL PLAN, WE WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICES TO YOU. We provide the Services under the Trial Plan: (a) free of charge; (b) “AS IS”; and (c) WITHOUT INDEMNIFICATION, WARRANTY, OR LIABILITY TO YOU OF ANY KIND. USE OF THE TRIAL PLAN IS AT YOUR OWN RISK.

3. Restrictions and Acceptable Use Policy. Your right to access and use the Services and Documentation is limited, and you may not use them except as expressly permitted in this Agreement. By accessing or using the ProcNote platform, You agree to comply with this Acceptable Use Policy (AUP) and are responsible for all activity that occurs under Your account. You may not cause or permit any third party (including without limitation teachers, staff, contractors, students, or parents) to do any of the following:

   a. Misuse or Interfere with the Service:

   • Use the Service in a manner that interferes with the use or enjoyment of it by others, including using the Service to create, use, send, store, or run viruses, malware, or other harmful computer code, files, scripts, or agents.

   • Attempt to bypass, tamper with, or breach the security, operation, use limits, or access control technology of the Services.

   • Take any action that imposes an unreasonable or disproportionately large load on Our infrastructure, or otherwise interfere with or disrupt the proper working of the Service.

   • Access or use any data, systems, or accounts that you are not authorized to access.

   b. Prohibited Technical Actions:

   • Port, reverse compile, reverse assemble, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.

   • Alter, modify, or create any derivative works of the Services or the Documentation, including without limitation, translation of the user interface.

   • Remove or alter any logos, trademarks, links, copyright, or other notices, legends, or markings from the Services or Documentation.

   c. Prohibited Content and Activities:

   • Upload, post, or transmit any content that is unlawful, defamatory, harassing, abusive, fraudulent, threatening, obscene, or otherwise objectionable.

   • Use the Service to transmit spam, junk mail, or any other form of unsolicited or duplicative mass messaging.

   • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

   d. Compliance with Laws and Rights:

   • Use the Service or Documentation in a way that violates applicable law or infringes upon the rights of a third party, including without limitation those pertaining to contract, intellectual property, privacy, publicity, or defamation.

   • Use the Service for any purpose other than its intended educational use within a K-12 classroom setting as authorized by the School.

   e. Account Misuse:

   • Share user account credentials with any other person or allow any other person to log on as you. You must notify Us immediately of any known or suspected unauthorized use of your account.

   f. Enforcement:

   Notwithstanding any other provision of this Agreement, in the event of a breach or suspected breach of any restrictions in this Section 3, We shall have the right upon notice to immediately suspend affected Services until such breach is corrected. ProcNote reserves the right, but does not assume the obligation, to investigate any violation of this AUP or misuse of the Service. We may also report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

4. Proprietary Rights.

   a.  School Data and School Materials. As between the parties, You will retain all right, title and interest in and to the information provided by or on your behalf for processing by the Services (“School Data”) and any other materials or information provided by or for You needed by Us to perform the Services and fulfill our obligations under this Agreement. Nothing in this Agreement will confer to Us any right of ownership or interest in the School Data or other materials, other than the limited license and rights set forth herein. We will treat all School Data as education records under Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (“FERPA”) and operate under the direct control of the School with respect to School Data in compliance with FERPA’s School Official exception, 34 CFR § 99.31(a)(1)(i)(B) and in compliance with other applicable law.

   b.  Company Intellectual Property. We shall retain all right, title and interest in and to the Company Intellectual Property, and any changes, derivatives, corrections, developments, bug fixes, enhancements, updates and other modifications, improvements thereto, and as between the parties all such rights shall vest in and be assigned to Us. Nothing in this Agreement will confer on You any right of ownership or interest in any Company Intellectual Property, other than the limited license set forth herein. “Company Intellectual Property” means Our proprietary technology, including the Services and Documentation, websites, software tools, hardware designs, algorithms, software, APIs, user interface designs, architecture, documentation, network designs, know-how, and trade secrets, improvements, materials, methods, processes, formulas, techniques, deliverables and other information developed or otherwise made in whole or part by Us in the performance of the Services, and all intellectual property rights therein and thereto throughout the world (whether owned by Us or licensed to Us by a third party).

5. *Feedback.* We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Services and related resources (“Feedback”). To the extent You or Your authorized users provide Feedback, You and they grant Us a non-exclusive, royalty-free, fully paid, sub-licensable, transferable, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of such Feedback into the Services without restriction), provided that such Feedback does not identify You or Your users or include any School Data without Your prior written consent.

6. Support, Security, Privacy, and Accessibility.

   a.  Support. We will provide basic support to the designated contacts with the School via our online support tools during our ordinary business hours, 10am-4pm U.S. Eastern Time, unless otherwise set forth in Your Order. Support requests may be submitted to support@procnote.com. Our hosted Services will be operational and available from our systems 99.95% of the time, measured monthly, and excluding any maintenance downtime scheduled with reasonable advance notice.

   b.  Security. We shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your School Data, in accordance with applicable law and as described in our Privacy Policy available at https://procnote.com/privacy and our Student Data Privacy Addendum at https://procnote.com/privacy, and incorporated by reference. School Data will remain under your control, and without prior written consent We shall not (i) modify School Data, (ii) disclose School Data to a third party (except as needed to perform the Service or if required to do so by law or governmental process), or (iii) access School Data except to provide the Services and prevent or address Service or technical problems. In the event of an intrusion or other breach of the Services security involving actual or suspected unauthorized use of or access to School Data, We shall promptly notify You of the breach without undue delay in compliance with applicable law, and take immediate steps to investigate the nature of the breach and use technical means to remediate or correct the breach. We will not make any public statements or disclosure regarding the breach that identifies the School unless required to do so by law.

   c. Functional Telemetry and No Data Aggregation. We collect strict, minimal, functional telemetry data exclusively to ensure the reliability, security, and performance of our Services. We will never aggregate, compile, package, or sell statistical information about You or Your Users' use of the Services, nor do we disclose any such data to third parties for industry analysis, benchmarking, marketing, or advertising. System telemetry remains strictly internal and is used solely for maintaining the platform. You retain all right, title, and interest in and to any underlying School Data.

   d. School Data Will Not Be Used to Train AI Models. Our systems do not use School Data to train any Artificial Intelligence models. We are not responsible for the handling of School Data by the School’s systems or school-issued devices.

   e. Accessibility. Our Services are designed to be compliant with the requirements of the federal Americans with Disabilities Act and Section 508 of the Rehabilitation Act and other applicable law when used by the School based on WCAG 2.1 Level AA standards as described in Our VPAT, available upon request, and as required by applicable regulations, 28 CFR Part 35. Our Services are compatible with assistive technologies in supported operating systems and browsers, however We are not responsible for the provision or compliance of third-party assistive devices and technologies.

7. Fees and Payment Terms.

   1. Fees. You shall pay all Fees due associated with Your use of the Services as set forth on Your Order (“Fees”). If You have met any Usage Limits, You are required to purchase additional entitlements before exceeding such limits. Your will be charged for all applicable sales, use, or value-added taxes, if any, relating to Fees and any other approved charges unless You are tax-exempt institution and, if requested by Us, provide a certificate of exemption.

      2. Invoiced Schools: If you have been approved by Us to be invoiced for payments, then unless otherwise stated in Your Order, You will pay all Fees in accordance with the following: (a) Fees are invoiced in advance for the entire Subscription Term with add-on Orders during the Subscription Term invoiced at the time of Order; (b) payment will be due within thirty (30) days from the date of Your receipt of the invoice. Once accepted by Us, Your Order is non-cancellable and nonrefundable except as provided in this Agreement, and the Subscription Term as set forth in the order form is a continuous and non-divisible commitment for the entire duration of the Subscription Term.

      3. Payment Cards/Electronic Payments: If Your Order specifies payment by a payment card or a supported electronic payment processing service (“Payment Account”), We will charge Your Payment Account for the full amount of Subscription Term Fees at the time of Your Order, which amount is not cancellable or refundable; (c) for any additional purchases You make during the Subscription Term, such as to expand Usage Limits, We will charge the applicable amount to Your Payment Account at the time of your Order. If your Payment Account declines Your purchase, we may suspend the Services until you establish a new Payment Account and pay all Fees due. You are responsible for keeping all Payment Account information accurate and up-to-date, including payment card, address, and account information needed by Us to charge your Payment Account. You hereby represent that You have the right to provide Us with Your Payment Account information and authorize Us to charge Your Payment Account for all Fees as they come due. You agree to pay all charges incurred by Users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred.

      4. Payment Terms. All Fees are payable in United States dollars and are non-cancelable and non-refundable except as otherwise set forth herein. For unpaid amounts due, not properly disputed, We may, without prejudicing any other rights or remedies available to Us, charge interest at the rate of 1% per month or the maximum rate permitted by applicable law, whichever is less, and suspend the Services until You have paid all Fees due. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Us reasonably necessary to collect any amount that is not paid when due, and not properly disputed.

      5. Disputes. You will notify Us in writing in the event You have a good faith dispute as to Fees or taxes payable by You under this Agreement. You will provide such notice to Us on or prior to the due date of the invoice containing such Fees or taxes due that are in dispute and the We will work together with You in good faith to resolve the applicable dispute promptly. Calculations regarding Usage Limits will be based on Our system reports as the system of record. You will pay all amounts that are determined to be payable by resolution of the dispute within ten (10) days following such resolution. If the Dispute is not resolved by good faith efforts within thirty (30) days days following your notice of a dispute, then each party may pursue their rights and legal remedies.

8. Term and Termination. This Agreement commences when You accept the terms, and expires on the date of expiration or termination of all Subscription Terms (“Term of Agreement”). Each Order will state the Subscription Term for the Services ordered.

9. Termination. You may choose to terminate this Agreement and all orders at any time for any reason with written notice, provided that upon such termination You will not be entitled to a refund of pre-paid Fees, and all remaining Fees for a then-current order or Subscription Term that are outstanding will become immediately due and payable. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party for cause: (i) if after such notice period a material breach by the other party remains uncured, or (ii) if the other party becomes the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10. Effect of Termination. Immediately upon termination of this Agreement for any reason, You will cease use of the Services, pay in full all Fees due at the time of termination, and return or destroy all copies of Our Confidential Information. After the expiration or termination of this Agreement for any reason Your account shall be deactivated. You may request a copy of available School Data from our systems in an industry standard format during the Term or within thirty (30) days following any termination or expiration of this Agreement, after which all School Data will be deleted unless retention is required by law. All provisions of this Agreement which by their nature should survive cancellation or termination of this Agreement shall survive cancellation or termination.

11. Confidentiality.

    a.  Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party to this Agreement (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include School Data and any ancillary information, such as account information for Users. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was or becomes known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by written records, or (iii) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.

    b.  Protection of Confidential Information. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party except as permitted by this Agreement. Receiving Party shall only use Disclosing Party’s Confidential Information to fulfill its obligations under this Agreement. Receiving Party shall use the same degree of care to protect the confidentiality of the Confidential Information that it uses to protect its own confidential and proprietary information (but in no event less than reasonable care). Receiving Party may disclose Confidential Information to its employees, consultants, agents, and data Subprocessors (collectively “Representatives”), who reasonably need to know such Confidential Information for purposes of this Agreement, provided that Receiving Party shall ensure that such employees, consultants and agents are bound by obligations of confidentiality at least as protective of the Disclosing Party’s Confidential Information as the obligations in this Section. Receiving Party shall be liable for any disclosures of Confidential Information by its Representatives.

    c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall limit any disclosure of Confidential Information pursuant to this Section to the extent strictly necessary to comply with the applicable request by such governmental entity. Any disclosure of Confidential Information pursuant to this Section shall not affect the confidential treatment of such disclosed Confidential Information.

    d.  Remedies. Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the parties stipulate and agree that the Disclosing Party will be entitled to seek and obtain equitable relief, including but not limited to a temporary restraining order or preliminary injunction.

12. Indemnification.

    a.  By Us. We shall defend, indemnify and hold You harmless from and against all claims, losses and damages (including reasonable attorneys’ fees) made by a third party against You that the Services infringes that third party’s United States intellectual property rights, except to the extent such a claim arises from Your misuse or unauthorized use of the Services. If We believe that any portion of the Services may be subject to such a claim, then We may, at Our sole option and expense, procure for You the right to continue using the Service, modify or replace the infringing portions of the Service to allow for continued use, or if these alternatives are not commercially reasonable, refund any unused, prepaid Fees and terminate this Agreement. Notwithstanding the foregoing, the Our indemnification obligations set forth in this Section do not apply to, and We will have no obligation to You for, any claim that arises from (i) modifications to the Service by anyone other than Us or a third-party expressly instructed on Our behalf, (ii) modifications to the Service based upon specifications furnished by You (iii) You and/or any of Your Users’ unauthorized use of the Service other than as specified in this Agreement, the Order Form or in the applicable Documentation, or (iv) use of the Service in conjunction with software, hardware, content, data (including School Data), or services, not provided by Us, or any other combination of the foregoing. THIS SECTION 10(A) STATES OUR ENTIRE LIABILITY FOR INFRINGEMENT RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SHALL NOT APPLY DURING ANY TRIAL PERIOD OR UNDER ANY TRIAL PLAN.

    b.  By You. To the extent permitted by applicable law, You agree to defend, indemnify and hold Us harmless from and against all claims, losses and damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) for any breach of Your representations, warranties and covenants set forth in Section 11(c), or breach of Section 3 (“Restrictions on Use”).

    c.  Indemnification Procedures. As a condition to being indemnified under this Agreement, the party seeking indemnification shall: (i) promptly notify the indemnifying party of the claim; (ii) allow the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide assistance, at the indemnifying party’s expense, in defending or settling the claim. The indemnifying party shall keep the indemnified party informed of and consult with the indemnified party in connection with the progress of such litigation or settlement, and not settle any such claim in a manner that does not unconditionally release the indemnified party without the indemnified party’s written consent, not to be unreasonably withheld or delayed.

13. Limited Warranties; Disclaimers.

    a.  Services. We warrant for duration of the Subscription Term that the Services will operate in substantial conformance with the Documentation when used in normal operating conditions. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the warranty period, and upon receipt of such notice, We, at Our option, will either use commercially reasonable efforts to modify and provide an update to the Software so that it is in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time. Notwithstanding any other provision of the Agreement, this Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the warranty related to the performance of the Services.

    c.  Warranty by School for School Data. You represent, covenant, and warrant to us that You have the legal right, licenses, and consents as needed for us to process the School Data for You as provided by this Agreement.

    d. EXCEPT FOR THE FOREGOING, WE PROVIDE THE SERVICES AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, SECURITY OF DATA, OR EDUCATIONAL OUTCOMES. YOU ACKNOWLEDGE WE HAVE NO RESPONSIBILITY FOR THIRD-PARTY CONTENT OR SERVICES YOU CHOOSE TO USE IN CONJUNCTION WITH THE SERVICES.

14. *Limitation of Liability.* NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND CLAIMS BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF A SERVICE ARISING FROM OR RELATED TO (I) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER THIRD-PARTY UNAUTHORIZED ACCESS, (II) YOUR OR YOUR USERS’ FAILURE TO CONFIGURE THE SERVICE IN CONFORMANCE WITH THE DOCUMENTATION, (III) YOUR OR YOUR USERS’ FAILURE TO PROVIDE ACCURATE SCHOOL DATA TO THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

15. General.

    1. Modifications to this Agreement. We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on Our site with a new date, or (ii) providing notice to You of the change. Modifications will take effect at the start of the calendar month following notice for self-service month-to-month plans, and at the end of the prepaid Subscription Term for all other plans.

    2. Independent Contractors. The parties to this Agreement are independent contractors and no agency, partnership, joint venture, employment or similar relationship exists between them. Neither party has the authority to bind the other or incur any obligation on its behalf.

    3. Choice of Law; Venue. To the extent permitted by law, this Agreement shall be governed and construed under the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions, and the Party’s hereby agree to the exclusive venue for any disputes to be brought in the state or federal courts for Middlesex County, Massachusetts, and hereby waive any objections to personal jurisdiction or venue in such courts.

    4. Publicity. Neither Party shall refer to the identity of the other Party in promotional material, publications or other forms of publicity relating to the Service unless the prior written consent of the other Party has been obtained; provided, however, that We may use Your name and logo for the limited purpose of identifying You on Our websites as a School authorized to use Our Services and in other marketing materials distributed by Us (which may include emails and other web and print materials). We agree to comply with any trademark usage policies or brand guidelines You provide to Us for such purposes.

    5. Assignment. Neither party shall assign this Agreement without the written consent of the other party, not to be unreasonably withheld or delayed, except assignment without consent but with written notice is permitted in the event of a merger, acquisition, sale of substantially all the assets of a party or any similar transaction. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

    6. Entire Agreement. This Agreement, along with Your Order and the exhibits attached to Your Order and incorporated by reference, constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings. The failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. No terms or conditions stated in Your purchase orders or other purchasing documents, including any terms incorporated by reference therein, shall apply and shall be null and void. Additional terms and conditions must be stated expressly and in full in a document signed by authorized representatives of both parties.

    7. Contact Us. If you have questions feel free to contact us at contact@procnote.com.

Last updated July 09, 2025