1. Data Privacy and Security

   • Data Privacy: Prokip will process SME User Data in accordance with applicable data privacy laws, including the [relevant data protection law, e.g., GDPR, CCPA].
   • Data Security: Prokip will implement reasonable security measures to protect SME User Data from unauthorized access, disclosure, alteration, or destruction.

2. Warranties

   • Limited Warranty: Prokip warrants that the ERP Software will substantially conform to its documented specifications under normal use.
   • Disclaimer: Prokip disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and title.

3. Indemnification

   Indemnification: SME Users will indemnify and hold Prokip harmless from any claims, losses, damages, liabilities, costs, or expenses arising from SME User's use of the ERP Software or violation of this Agreement.

4. Limitation of Liability

   Limitation: Prokip's total liability for any damages arising from the use or inability to use the ERP Software shall not exceed the fees paid by the SME User for the software.

5. Termination

   Termination: Either party may terminate this Agreement for cause upon material breach by the other party.

6. Governing Law and Dispute Resolution

   • Governing Law: This Agreement shall be governed by the laws of the user's country.
   • Dispute Resolution: Any disputes arising under this Agreement shall be resolved through [mediation or arbitration] in user's location

7. Entire Agreement

   Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

8. Intellectual Property

   • Ownership: All intellectual property rights, including copyrights, trademarks, and trade secrets, in and to the ERP Software remain the exclusive property of Prokip.
   • Restrictions: SME Users agree not to challenge Prokip's ownership of the software or take any action inconsistent with Prokip's rights.

9. Updates and Maintenance

   • Updates: Prokip may release updates, enhancements, or modifications to the ERP Software. SME Users acknowledge and agree that continued use of the software may require installation of updates.
   • Maintenance: Prokip will provide technical support and maintenance services in accordance with its standard support policies.

10. Integration with Other Systems

    Integration: If the ERP Software integrates with other systems, Prokip will provide reasonable support for integration efforts. However, SME Users are responsible for ensuring compatibility and data exchange between the ERP Software and other systems.

11. Confidentiality

    Confidentiality: Both parties agree to maintain the confidentiality of each other's confidential information.

12. Assignment

    Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

13. Force Majeure

    Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, such as acts of God, natural disasters, war, terrorism, or government actions.

14. Severability

    Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

By using the Prokip ERP Software, SME Users agree to these terms and conditions.