Partner Specific Terms

Code Confidentiality:
Partners are purchasing the code from ProActive Software Ltd (ProActive Software) and are not acting as agents for on-sale.ProActive Software Ltd shall at all times retain ownership of the code as intellectual property and shall have the exclusive right to sell and distribute it other than under the terms of this agrement. Partners are expected at all times to respect the confidentiality of any ProActive Software code. Only Partners and legal license holders may view or have access to the physical ProActive Software product code files. ProActive Software product code or pieces of ProActive Software product code may not be shown or distributed to third parties unless by prior approval in writing with ProActive Software staff.

Sales Disclosure:
In order that trust may be established between ProActive Software and Partners, and also for accountability purposes, we require that Partners provide full disclosure of all sales of ProWorkflow products. Licenses for clients of Partners need to be purchased through the ProActive Software Partners extranet. Any Partners found to be selling unlicensed versions of ProActive Software products to clients will have their Partner access suspended and may have legal action taken against them.

Non-Competition:
Whilst a company is currently signed up in the ProActive Software Partner program, the Partner may not sell, market or distribute competitive software to anybody. 'Competitive' is defined as online software having the same basic purpose or very similar functionality to any ProActive Software product.

Custom Code:
Within ProActive Software products, 'Custom Code' is defined as code created or modified by Partners intended to be used either in conjunction with ProActive Software products, or to be licensed as an independent 'Custom' ProActive Software Product. Any company or individual who submits a custom product is to be responsible for the support of that product's code. If the Partner makes any amendments to the code, they will indemnify ProActive Software in respect of all costs & claims that may be made against the Partner in any circumstance.

Client Licensing:
As defined in the terms below, "A single user license allows that user to operate the software in only one instance and on only one server at a time". In relation to client licenses, Partners are required to license client installations individually through the Partners extranet. Partners must purchase a new license for each client installation. If partners are found to be selling unlicensed copies of ProActive Software products, their Partner status will be revoked and legal action may be taken.

Client Site Maintenance:
Whilst ProActive Software will support the core ProActive Software product code, Partners are expected to maintain and support their client installations. Where possible, client support and upgrade issues should be handled by Partners directly. ProActive Software accepts no responsibility for maintanence and support of Partners'clients.

Renewal of Partnership:
Partners will have their status reviewed on a 3 monthly basis for the first year. After this time, Partners will be reviewed 6 monthly. If a Partner has not made 2 sales within a 3 monthly period, or 4 sales on a 6 monthly basis, their Partner status will be revoked. ProWorkflow reserves the right to accept or revoke Partner status if the Partner is found to not be performing the required level of sales.

Conduct of Partners:
Partners are to act professionally at all times when representing ProActive Software products and solutions. If complaints are raised from clients or the conduct of a Partner is deemed as inappropriate, Partner status may be revoked or suspended. Partners have no authority to provide any information about the software to prospective purchasers beyond the information that is provided to Partners by ProActive Software or available through the website. Partners have no authority to make any representations to prospective purchasers about the software and they are not acting as agents for ProActive Software.

General ProActive Software Ltd Terms

General:
By entering the demonstration site and/or by using ProActive Software Ltd web services and downloaded code, you are agreeing to this general Software Agreement license and Terms of Use.

License:
ProActive Software Ltd distributes all commercial (purchased) software under a 'commercial' license agreement. Demo sessions of ProActive Software Ltd online products are deleted every 12 hours. After that period, if you would like to use the software legally, you must purchase a license for ProActive Software Ltd product by purchasing the software and downloading the code. A 'per user' license allows that purchaser to operate the software in only one instance and on only one server at a time. The Staff user logins are limited by the per-user package purchased. If the purchasing company does not have country/city divisions, an appropriate 'per user' license can be purchased, however, if the purchasing company does have country/city divisions intending to use the ProActive Software Ltd product, an 'Unlimited' user license must be purchased to allow legal duplication for each country/city division intending to use the ProActive Software Ltd Product. Sharing, redistribution, or simultaneous use is prohibited. Whilst open source code may be modified by yourself or a developer for use by the single owner, the code is not to be resold, duplicated for multiple use, or rebuilt to be resold using the same usability methodology.

Reselling ProWorkflow:
ProActive Software Ltd products may only be resold by authorized ProActive Software Partners. See the Partner section on the website for more info. If a company is not a Partner and wishes to resell a copy of and ProActive Software product to a client, the software must be purchased either through an authorized Partner, or direct from the website at retail price. The decision to accept or decline applications is at the discretion of ProActive Software Ltd.

Transferring Licenses / Upgrades:
Licenses cannot be transferred to other parties. This applies to both general software licenses and upgrades. Upgrade packages are only applicable to the company who purchased the original software.

Distribution:
ProActive Software Ltd houses all software on our owned/rented servers. Unauthorized distribution without prior consent is strictly prohibited. Before placing our software titles on CD-ROM, web/FTP servers, BBS, or any other medium, please consult ProActive Software Ltd for permission. In order to ensure purchasers receive the latest version of the code, the code will remain on the ProActive Software server only unless by special agreement between ProActive Software Ltd and a third party distributor.

Open Source - Right of Refusal:
As the Open Source code is ProActive Software's core intellectual property, ProActive Software Ltd has the right to accept or decline Open Source applications at will. Generally, applications will not be accepted if either the applicant's use is either contrary to ProActive Software's strategic plan or if the company in question shows cause to be not trusted, is a competitor or is a threat. The decision to accept or decline applications is at the discretion of ProActive Software Ltd.

Warranty/Refunds:
ProActive Software Ltd accepts no responsibility for problems arising from the use or abuse of any of our software titles. No refunds will be made in any circumstances. The software is an ongoing project and we will do our best to ensure clean code. Bugs, errors, etc will be fixed on an "as discovered" basis and the latest version of the code will be available for registered users to access.
ProActive Software Ltd is not responsible for lost data or system instability caused by our programs. Be advised that me may release pre-release or beta software that may contain system-effecting bugs. The ProActive Software Partners are purchasing this software at their sole risk and all subsequent purchasers are bound by the terms of this agreement.

Privacy:
We respect your privacy and the privacy of all users and visitors. We do not sell, rent, lease, or give away our user list or email addresses. We will not contact you unless you opt-in to a user email list or have requested to be notified of bug-fixes or new features.
We may, from time to time, gather specific data from user browsers as they enter and exit the site. This information is standard, and contains data like referring URL, pages viewed, and amount of time spent on the site. No personal user contact information is gathered. This data is used for internal calculations of traffic, platform, and download counts.
We make every effort to keep your information safe and secure. Unfortunately, due to the very nature and environment of the internet, we cannot ensure that all communications and personally identifiable information will never be disclosed.

Payment for Software:
We utilize 2checkout.com to conduct secure online orders of our software. 2checkout.com uses secure servers to complete customer orders. 2checkout.com is world-renowned and utilizes some of the best technology for internet orders.