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TERMS OF USE

Last Updated: January 31, 2025.


These Terms of Use (these “Terms”) form a legal agreement between iPro Systems, LLC, on behalf of itself and its
affiliates (“iPro,” “we,” “our,” or “us”), and you (“you” or “your”), and shall govern your provision to iPro of
certain data (collectively, “Data”) through, and/or use of, iPro’s online portal and/or any other module, solution, or
application available through the Alliance Retail Group (“ARG”) mobile application (collectively, the “Solutions”).
If you are entering into these Terms on behalf of your employer or another legal entity, you represent that you have
the authority to bind that entity to these Terms, in which case “you” and “your” will refer to such entity.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SOLUTIONS AND PROVIDING
DATA TO IPRO. YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS HAVE THE SAME FORCE
AND EFFECT AS IF IT WERE EXECUTED IN A WRITTEN DOCUMENT BY YOU AND IPRO. By clicking “I
Accept”, you agree to and are bound by the terms, conditions, policies, and notices contained in these Terms,
including without limitation, disclaimers of warranties, damage and remedy exclusions and limitations, and choice
of Tennessee law.
YOU AGREE THAT IPRO MAY REVISE AND UPDATE THESE TERMS AT ANY TIME. PLEASE
PERIODICALLY REVIEW THESE TERMS BECAUSE YOU AGREE THAT YOUR CONTINUED
PROVISION OF DATA TO IPRO AFTER SUCH MODIFICATIONS AND/OR UPDATES IS GOVERNED BY
THESE TERMS.
1. Licenses; Limited Right to Use.
(a) Grant of Data Rights. Subject to these Terms, you hereby grant to iPro a non-exclusive, transferable,
sublicensable, royalty-free license to: (i) retrieve, store, maintain, copy, and create derivative works from certain
Data, including without limitation any and all transaction log files and/or electronic journals and/or basic, in-store,
SKU information including, but not limited to, item department and item description from your point-of-sale system
(“POS”) software utilized by you, and final invoicing data including shipments, case rates, and deals to do billing
and adjudication; (ii) use and copy any extracted portions of the Data retrieved by or provided to iPro in any report
or compilation provided to you; and (iii) distribute any report or compilation utilizing extracted portions of the Data.
Except as otherwise provided in Section 1(b), iPro agrees that no Data in the form acquired from you will be
provided to any recipient, except for you, in any form that is store-specific, without your expressed consent. You
may restrict the distribution, in any form, of Data collected from your POS system, to you. Such restriction must be
expressed in writing and mailed, via U.S. Mail, to the current mailing address of iPro or electronically the first time
you login to the Solutions. This restriction will remain in effect until you remove the restriction. You agree that a
restriction on data distribution or the removal of a restriction will become effective on the date of the postmark
affixed to the envelope in which the notification was mailed or the date you elect electronically to impose such
restriction.
(b) Data Usage. You agree that iPro shall have the right to use the Data collected from you to perform its
obligations hereunder, which shall include, without limitation, to (i) perform billing and adjudication services with
third parties on your behalf; (ii) generate compilations and reports through iPro’s analytics platform(s); (iii)
negotiate with third parties, on your behalf, for the purpose of obtaining additional funding, including promotional
and marketing funding; (iv) provide the functionality available through the Solutions; and (v) any other purposes
determined to be of benefit to you by the board of directors of the ARG, of which you or your employer are a
member (collectively, the “Services”). You acknowledge that the Data shall go through iPro’s proprietary process
for cleansing and formatting the Data as necessary to perform the Services (“iPro Data”). iPro may use iPro Data for
any and all purposes and without restriction, and iPro Data may be shared with third parties in iPro’s sole discretion.
2. Your Responsibilities.
(a) Data Integrity. You warrant that the Data is authentic and an accurate result of legitimate, product-sales
activity or activities conducted in accordance with applicable laws, rules, and regulations, including without
limitation product sales, product returns, voids, and error corrects, all of which are the result of normal transactions
with legitimate customers of your store(s). You further warrant that none of the Data has been intentionally inserted,
altered, inflated, or otherwise synthesized by any means. iPro warrants that any and all reporting of the Data
collected from you will never intentionally be altered or inflated, but will reflect the actual data and the calculations
necessary to produce the desired output. iPro warrants that all calculations involved in data reporting will conform to

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generally-accepted practices and principles for said calculations. In the event Data is not available due to connection
or equipment problems and is not retrievable from your POS system or other device used to access and use the
Solutions, you authorize iPro to synthesize the missing data. iPro agrees to make available to you or to any
appropriate data consumer the methods and formulas utilized by iPro to synthesize data.
(b) Compliance with Applicable Law. You represent and warrant that you possess all rights, consents, licenses,
and privileges necessary to provide the Data to iPro for the uses set forth in these Terms, all Data was collected
and/or obtained in compliance with all applicable laws, rules, and regulations, and iPro’s use of the Data as set forth
in these Terms shall not violate any applicable laws or regulations or the rights of any third party.
(c) POS System Accessibility. To the extent applicable to your use of the Solutions, you agree to cooperate
fully with iPro in the remote installation and setup of iPro’s extraction software on your POS systems, which is
necessary for the acquisition of the Data required by these Terms. This cooperation shall include but is not limited
to, the provision of remote, high-speed, broadband, Internet access, by iPro personnel, to your POS system;
provision of any user names and passwords required for installation of iPro software; provision of any connectivity,
user names, and passwords for any access required within your LAN; and the provision of any access or assistance
required by the installation of the iPro extraction software. You further agree to properly maintain your POS
systems, including but not limited to, servers, workstations, switches, routers, firewalls, and Internet connectivity so
that iPro is able to gain access to the Data on an ongoing basis. Should you fail to properly maintain your POS
system and/or Internet connectivity, iPro reserves the right to terminate these Terms. iPro further agrees to
accommodate an alternate type of accessibility to the required Data, which involves the installation of iPro’s
extraction software on a single computer (“File Server”) instead of installations on each, individual POS system.
You agree to maintain the File Server properly and to provide iPro personnel with the same type of access as
described earlier in this paragraph as is required for direct access to your POS system. You further agree to create,
maintain, and support software that will move the Data required by iPro from each individual POS system to the File
Server, daily, and to ensure that these files are accessible by the iPro extraction software.
(d) Meat Grind Log. To the extent the Solutions include use of the Meat Grind Log solution, you shall not rely
on the Solutions to meet your obligations under applicable law, including, without limitation, 9 C.F.R. § 320.1(a)(1).
(e) Users and User Access. To the extent you are a retailer or organization that is a member of ARG and
granting access to the Solutions to your personnel, you are solely responsible for the acts or omissions of such
personnel. Individual users may access and use the Solutions using any email address to create an account. It is your
responsibility to notify iPro immediately if any individual user’s access to the Solutions through your entity or
organization should be revoked and/or terminated for any reason, and you shall be solely responsible for any claim
or cause of action arising out of such user’s acts or omissions.
(f) Communications. The Solutions allow for you to send communications directly through the Solutions to
iPro and/or other users associated with your employer or retailer. You hereby consent to the sending and receiving
of any messages through the Solutions. IN NO EVENT SHALL IPRO OR YOUR EMPLOYER OR RETAILER
BE RESPONSIBLE, AND HEREBY WAIVE ANY LIABILITY, FOR THE CONTENT OF ANY MESSAGES
OR COMMUNICATIONS YOU SEND, SHARE, OR RECEIVE THROUGH THE SOLUTIONS.
(g) Hardware. You and your users shall be solely responsible for any hardware, device, equipment, or system
utilized to access and use the Solutions (each, a “Device”) and any maintenance and support required to use the
foregoing to access and use the Solutions, and iPro shall have no responsibility or liability for such Devices in any
manner. iPro shall have no responsibility to ensure that the Solutions work with any Device.
3. Reservation of Rights. All Intellectual Property Rights in the Data retrieved by or provided to iPro by you
in its original form shall remain with you. You acknowledge that all Data retrieved by iPro will be processed,
parsed, and audited. You acknowledge and agree that iPro owns all rights, title, and interest in and to the iPro Data,
including without limitation all Intellectual Property Rights therein, in its final form and all rights in the compilation
of that data, and all proprietary and intellectual rights in and to such finalized and compiled data. You further agree
that you will not contest ownership and/or validity of these rights. For purposes of these Terms, “Intellectual
Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or
hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other
intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
4. Term and Termination. These Terms will commence on the date you click “I Accept” to these Terms and
shall continue in full force and effect until these Terms are terminated as provided herein. Either party may

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terminate these Terms at any time for any reason by giving thirty (30) days’ prior written notice to the other party;
provided, that iPro may terminate these Terms and your access to or use of the Solutions at any time, with or without
notice, upon any breach of these Terms or upon termination of your relationship with a retailer or your employer.
All intellectual property rights described in these Terms shall survive termination of these Terms.
5. Fees. In consideration of the fees you or your employer or retailer pay to ARG to be a member of the ARG
cooperative, iPro performs the Services, which requires access to and use of the Data. In consider of your
participation in the ARG cooperative, you agree to provide the Data to iPro for use as set forth in these Terms. No
additional fees shall be due or payable by you or iPro.
6. Indemnification. You will indemnify, defend, and hold harmless iPro and its affiliates and their officers,
directors, employees, agents, licensors and third party suppliers from and against all losses, expenses, damages and
costs, including reasonable attorneys’ fees and court costs, resulting from (a) any violation of these Terms, (b) an
allegation that the Data infringes, misappropriates, or otherwise violates the Intellectual Property Rights or
proprietary rights of a third party and/or that you lack all necessary rights, licenses, or permissions necessary to
provide the Data to iPro, and/or (c) or your use of the extraction software (including, but not limited to, negligent or
wrongful conduct) by you or any other person accessing the POS. iPro will indemnify, defend, and hold harmless
you from any third-party claim, lawsuit, or dispute alleging that the Solutions, when used strictly in accordance with
these Terms, infringe or misappropriate the Intellectual Property Rights of a third party.
7. Disclaimer. THE SERVICES AND SOLUTIONS ARE PROVIDED BY IPRO “AS IS” AND “WITH
ALL FAULTS,” AND IPRO MAKES NO REPRESENTATION AND GIVES NO WARRANTY, EITHER
EXPRESSED OR IMPLIED, WITH REGARD TO ANY INFORMATION, INCLUDING ANY IPRO DATA,
PROVIDED TO YOU AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS,
NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE
SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE
CORRECTED OR THAT THE SERVICES AND/OR SOLUTIONS FULFILL ANY OF YOUR LEGAL OR
REGULATORY OBLIGATIONS TO THE MAXIMUM EXTENT PERMITTED BY LAW. ALL
INFORMATION IN ANY REPORT PROVIDED TO YOU BY IPRO HAS BEEN PREPARED FROM SOURCES
IPRO BELIEVES TO BE RELIABLE BUT IPRO MAKES NO REPRESENTATION AS TO ITS ACCURACY
OR COMPLETENESS. YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR THE ENTIRE RISK FOR
ALL BACKUP AND PROTECTION OF ANY DATA.
Please note that some jurisdictions may not allow the exclusion of implied warranties and conditions, so some of the
above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable law.
8. Limitation on Liability. IPRO SHALL NOT BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES UNDER THESE TERMS OR OTHERWISE,
INCLUDING ANY DAMAGES THAT RESULT FROM IPRO PERFORMING ITS OBLIGATIONS UNDER
THESE TERMS. IPRO SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT
RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS,
DELAYS IN OPERATION, OR TRANSMISSION OF DATA. IN NO EVENT SHALL IPRO’S TOTAL
LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNTS PAID BY
YOU TO ARG TO PARTICIPATE IN THE ARG COOPERATIVE IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, THAT IF YOU ARE
AN INDIVIDUAL, IN NO EVENT SHALL IPRO’S TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED
DOLLARS (US$100.00).
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND IPRO.
9. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State
of Tennessee without giving effect to its conflict of laws principles. All litigation pertaining to these Terms shall be
solely and exclusively filed in the state or federal court having jurisdiction over Sumner County, Tennessee, United
States of America, and each party hereby submits to the jurisdiction of such courts. EACH PARTY HEREBY

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WAIVES ALL DEFENSES ALLEGING LACK OF PERSONAL JURISDICTION AND FORUM NON
CONVENIENS RELATED THERETO. FURTHERMORE, EACH PARTY KNOWINGLY,
UNCONDITIONALLY, AND ABSOLUTELY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
RELATING TO THIS AGREEMENT.
10. General Terms.
(a) Severability. If any provision in these Terms is found by a court to be invalid, the parties agree that the
court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of these
Terms will remain in full force and effect.
(b) Waiver. No waiver by either party of any term or condition set forth herein shall be deemed a further or
continuing waiver of such term or condition or a waiver of any other term or condition.
(c) Assignment. You may not assign your rights and/or obligations under these Terms to any other party
without the prior written consent of an authorized representative of iPro. iPro may assign its rights and/or
obligations under these Terms to any other party at iPro’s discretion.
(d) Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
(e) Entire Agreement. These Terms represent the entire understanding between the parties with respect to the
subject matter hereof, and supersedes all other agreements, oral and written, with respect thereto.
(f) Contact Information. Notices to you may be made to the email address connected to your account, and shall
be deemed to be given upon receipt or three (3) days after transmission of email message. If you have any questions
about these Terms, the practices of iPro, or your use of the Data, please contact us at support@iprosystems.com.