UPLOGpro

<div style="text-align:center;">Terms of Use</div> 
1.	This Application is the property of Uplogpro, Inc. This agreement does not constitute ownership or partnership, and is strictly a license to use the Application.
2.	The number of users is restricted as indicated in the “Max Users” in the License Agreement.
3.	The customer may not change, alter, copy, sell, transfer or distribute the Application or its code without written consent from Uplogpro, Inc.
4.	In the event that the Application doesn’t perform to the satisfaction of the customer, Uplogpro’s liability is limited to a refund of the subscription price. 
5.	Uplogpro does not guarantee compatibility with all operating systems, browsers or other software programs.
6.	Uplogpro does not guarantee the integrity, reliability, truthfulness or uptime of the internet itself, and is not responsible for delays, delivery failures or other damage resulting from such problems, and makes no guarantee of uptime or reliability of the Application itself.
7.	Uplogpro is not responsible for how the Customer uses the Application and is indemnified by the licensee/customer from claims made by any third party as a result of any use of the Application by the Customer.
8.	Customer agrees that they will not attempt to reverse engineer the code, or attempt to bypass security features.
9.	Customer will not attempt to access any customer’s proprietary data other than their own.
10.	Uplogpro, Inc shall support the current version as of the date of this Agreement for the term of the License Agreement.
11.	Uplogpro, Inc shall maintain service to the customer for the term of this License Agreement.
12.	Uplogpro, Inc maintains the right to make changes to the Application, including address and access protocols.
13.	Uplogpro, Inc maintains the right to re-sell compilation and/or summary data of the customer body, but not of an individual customer. Data that identifies particular transactions and customers will be removed.
14.	Any dispute between the Customer and Uplogpro, Inc shall be resolved by binding arbitration. Proceeding shall be held in Multnomah County, or in Hood River County, both in Oregon, at the discretion of Uplogpro, Inc. No suit or action concerning this Agreement shall be filed in any court except to enforce an arbitration award or to attempt to invalidate one. Arbitration may be initiated by either party by providing written notice to the other party demanding arbitration. Arbitration shall take place within 30 days of the demand. The parties shall select an arbitrator who is a member of the Oregon State Bar. The arbitrator may be selected by agreement. In case of no agreement each party shall submit to the other a list of three arbitrators. Each party shall strike from the opposing party’s list until one potential arbitrator remains. The two remaining arbitrators shall select a third and the three shall hear the matter. A summary decision shall be issued making an award. No detailed rational for the decision need be provided if the amount in dispute is less than $10,000. If the amount in dispute is over $10,000 the rational for the award shall be explained. The prevailing party in arbitration or suit shall be entitled to its attorney fees, witness fees and costs. The law of the State of Oregon shall apply. Venue shall be only in the two counties above named.
15.	Terms of Payment are Net 30 Days. Interest on past due payments shall be 9% per annum simple interest until payment is received up to 180 days. Thereafter, interest shall accrue at 1.5% per month compounded on the unpaid balance until the entire amount has been paid.
16.	Start up costs is calculated as follows: current month is prorated from the date of this agreement through the end of the month. The per diem is Monthly Subscription Amount divided by days in the month. That amount, plus the first full month, is due at startup.
17.	This agreement will renew at the end of its term unless notified in writing by the Customer, or it is cancelled by Uplogpro, Inc.
18.	Uplogpro, Inc may cancel this agreement at any time for non-payment, miss-use or violation of any of the terms of this Agreement.
19.	Should any part of this Agreement be found unlawful the remainder shall be enforced. Should subsequent legislation change the interest rate that can lawfully be imposed so as to invalidate any part of paragraph 15 above, Uplogpro, Inc. shall be entitled to the maximum interest allowed by law.
20.	Customer shall make no unlawful use of the Application.
21.	This comprises the Whole Agreement between the Customer and Uplogpro, Inc and supersedes any other negotiations, discussions or agreements, whether oral or written.