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Terms of use

Last Updated: September 30, 2025

These Terms of Use (the “Terms“) are a binding legal agreement between eProc Solutions Ltd.(“eProc“, “we“, “our“, or “us“) and you, whether acting individually or on behalf of your organization (“you” or “your“). These Terms govern your acquisition, installation, and use of the eProc software and any related updates, upgrades, or documentation (collectively, the “Software“).

By installing or using the Software, you agree to these Terms. If you do not agree, or if you are not authorized to bind your organization, you must not install or use the Software.

 

1. License Grant

Subject to full payment of the subscription fees and compliance with these Terms, eProc grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for your internal business purposes only.

The Software may be installed and operated solely on Microsoft operating systems, and only within the number of seats covered by your valid subscription license. The Software will not function without a license key issued by eProc. Licenses are subscription-based, time-limited, and require a minimum purchase term of one (1) year.

 

2. Restrictions, Obligations, and Representations

2.1 Restrictions
You shall not:
o Use the Software without a valid and active license key issued by eProc.
o Install, operate, or attempt to use the Software on systems other than Microsoft Windows operating systems.
o Exceed the number of licensed seats authorized under your subscription.
o Modify, adapt, translate, or create derivative works of the Software.
o Reverse engineer, decompile, or disassemble the Software, except to the limited extent permitted by applicable law.
o Remove or alter proprietary notices, trademarks, or labels within the Software.
o Use the Software for any unlawful purpose or in a manner inconsistent with these Terms.
2.2 Obligations
You agree to:
o Pay all subscription and service fees when due.
o Ensure that only authorized personnel use the Software, within the licensed seat count.
o Maintain security controls, including access and password protections, to prevent unauthorized use.
o Notify eProc promptly if you become aware of unauthorized use of the Software.
o Use the Software only in compliance with all applicable laws and regulations.
2.3 Representations
By entering into these Terms, you represent and warrant that:
o You have full legal authority to enter into these Terms and bind your organization.
o You are not relying on any representations not expressly contained in these Terms.
o You are acquiring the license for business and commercial purposes, not as a consumer (to the maximum extent permitted by law).
 

3. Subscription, Fees, and Payment

Licenses are subscription-based. The subscription term is a minimum of one year, payable in advance, as specified in the applicable order form or invoice. All fees are non-refundable, except as required by applicable law.

Your subscription license entitles you to receive updates, upgrades, and bug fixes during the active term.

Support services, including training, implementation, or consulting, are not included in the subscription license. Such services may be purchased separately on an hourly basis under eProc’s then-current professional services rates.

If you do not renew your subscription prior to expiration, your license will terminate, and the Software will automatically deactivate.

 

4. Installation, Activation, and License Compliance

The Software requires activation with a license key issued by eProc. You are solely responsible for ensuring that the Software is installed and used strictly in accordance with the scope of your purchased subscription, on authorized systems, and within the licensed seat count.

eProc does not employ technical monitoring or enforcement tools. Compliance is your responsibility, and you agree to act in good faith in adhering to the terms of your license.

 

5. Maintenance, Updates, and Enhancements

During the active subscription term, eProc will provide you with:

• Updates: patches, corrections, and minor revisions,
• Upgrades: major new releases or functionality enhancements,
• Bug Fixes: remedies for identified defects.

Installation of updates or upgrades may be required to ensure proper functioning of the Software. Maintenance does not cover implementation, training, or consulting unless separately purchased.

 

6. Support, Training, and Professional Services

6.1 Exclusion from License
Subscription licenses do not include training, implementation, customization, or consulting.
6.2 Separate Purchase
If you require such services, they must be ordered under a separate written agreement or order form. Services are billed on an hourly basis at eProc’s then-current professional rates, plus any approved expenses.
6.3 Customer Cooperation
You shall provide timely cooperation, access, and resources reasonably required for eProc to deliver purchased services. eProc shall not be liable for delays or deficiencies caused by your failure to cooperate.
6.4 Deliverables and Acceptance
Deliverables from professional services will be deemed accepted upon delivery unless you provide written notice of material deficiencies within five (5) business days. Notices must be made in good faith and specify the alleged deficiencies.
6.5 Ownership
Unless otherwise agreed, eProc retains ownership of all methodologies, tools, scripts, or other work developed in connection with professional services. You are granted a limited right to use such deliverables internally with your licensed Software.
6.6 Limited Warranty for Services
eProc warrants that professional services will be performed with reasonable skill and care consistent with industry standards. Your sole remedy for breach of this warranty is re-performance of the services or, if re-performance is not feasible, a refund of the fees paid for the deficient services. Claims must be made within thirty (30) days of performance.
 

7. Intellectual Property

The Software and all related intellectual property remain the exclusive property of eProc. No ownership rights are transferred to you. You acquire only the limited license expressly granted under these Terms.

Any feedback or suggestions provided by you may be freely used by eProc without obligation or compensation.

 

8. Confidentiality and Data

Each party shall treat the other’s confidential information with the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Confidential information shall be used only for the purposes of performing obligations under these Terms.

eProc may collect and process limited technical data, such as activation details and error logs, for the purposes of license management, maintenance, and product improvement, in accordance with eProc’s Privacy Policy.

 

9. Warranties and Disclaimers

eProc warrants that, when properly installed on supported Microsoft Windows operating systems and activated with a valid license, the Software will operate substantially in accordance with its documentation during the active subscription term.

This warranty excludes defects caused by misuse, unauthorized modifications, use outside supported environments, or causes beyond eProc’s reasonable control.

Except for the limited warranties expressly stated, the Software and all related services are provided “as is” and “as available”, without any other warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

 

10. Limitation of Liability

To the maximum extent permitted by law:

• eProc shall not be liable for indirect, incidental, consequential, punitive, or exemplary damages, including loss of profits, business interruption, loss of data, or loss of goodwill, even if advised of the possibility of such damages.
• eProc’s total cumulative liability under these Terms, whether arising from contract, tort, negligence, or otherwise, shall not exceed the total subscription fees paid by you to eProc during the twelve (12) months immediately preceding the claim.
 

11. Indemnification

You agree to indemnify, defend, and hold harmless eProc, its officers, employees, and affiliates from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of:

• Your use of the Software in violation of these Terms,
• Your breach of any obligation or representation herein, or
• Any infringement of third-party rights caused by your use of the Software.
 

12. Termination

eProc may suspend or terminate your license if you materially breach these Terms. Upon expiration or termination, you must immediately uninstall the Software, cease all use, and destroy or return all copies in your possession.

Termination does not relieve you of your obligation to pay fees accrued before termination.

 

13. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Israel. Any disputes shall be resolved exclusively by the competent courts of Tel Aviv, Israel.

 

14. Miscellaneous

These Terms, together with any order forms or invoices, constitute the entire agreement between you and eProc concerning the Software.

You may not assign or transfer these Terms without eProc’s prior written consent. If any provision is held unenforceable, the remaining provisions shall continue in full force.

No waiver of any breach or failure to enforce rights shall be deemed a waiver of any other or subsequent breach.