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Terms

Software Agreement / Terms of Use


By using ProWorkflow.com or any of our products or services as a visitor or customer, you are agreeing to the following terms and conditions (“Software Agreement”, “Terms of Use”). Additional contractual terms may apply to some services so it is important that you are familiar with all of the terms applying to your use of our services.

This agreement constitutes an agreement between you (including all employees at your company) and ProActive Software governing your use of the service, superseding any prior agreements between you and ProActive Software (including but not limited to any previous version of this agreement).

ProActive Software reserves the right to update or change this agreement without notice. Any new features that augment or enhance the current Service, including the release of new tools or resources, shall be subject to this agreement and the failure of ProActive Software to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision.

Violation of any of the terms below may result in the suspension or termination of your Account or License. Whist ProActive Software prohibits unauthorized conduct and content on the service as indicated below, you may be exposed to such materials and you agree to use the service at your own risk.

Definitions

“We”, “Our” or “ProWorkflow” means ProActive Software Limited;
“You” means you, the person using our products, services or visiting our Website;
“Services” means all products, goods or services we provide and anything else we do for you, including allowing you to access our Website;
“Service Availability” is defined as the ability to access and use the ProWorkflow application.

Terms

  1. You must be a person. (Accounts registered or run through automated methods are not permitted).
  2. You must provide your full legal name, a valid email address and any other information requested by ProActive Software in order to complete the signup process and license.
  3. You are responsible for maintaining the security of your account login information (Username & Password) ProActive Software cannot and will not be liable for any loss or damage from failure to comply with this security obligation.
  4. You may not use your account for any illegal or unauthorized purpose. You must not, in the use of this service, violate any laws in your jurisdiction (including, but not limited to copyright laws).

Account Billing, Invoicing and Refunds

  1. Payment is due no more than 14 days after an invoice is received. Late payments may result in account suspension and possible cancellation.
  2. The products and services are billed in advance on a monthly/annual basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
  3. We utilize Direct Payment Solutions (DPS) to conduct secure online payments for our software. This provider uses secure servers to complete customer orders.
  4. All fees charged are exclusive of local taxes which are your responsibility to pay.

Cancellation, Termination and Right to Monitor

  1. Upon cancellation of an account, payment is to be made up to the end of the billing period you are in, no refunds will be given.
  2. Cancelled accounts will have their data archived in a secure backup facility for 3 months. This data can be deleted or supplied within this timeframe upon customer request.
  3. ProActive Software has no obligation to monitor and access customer accounts, but may do so if for any reason it believes there is just cause. (Reasons could include illegal activity, uploading of virus infected files, questionable material or for general customer support)
  4. ProActive Software reserves the right to terminate accounts (Trial and Paid) at will. Discretion will be used, and action may be taken if needed to ensure server integrity for other customers.
  5. Verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any ProActive Software customer or employee will result in immediate account termination.

Right of Refusal

  1. ProActive Software Ltd has the right to accept or decline trial and paid account requests (including source code applications) at will.
  2. Applications will not be accepted if the applicants use is contrary to ProActive Software’s strategic plan, or the company in question shows any cause for concern.

Modifications to the Service and Prices

  1. ProActive Software reserves the right at any time to modify or discontinue the service (or any part thereof) with or without notice. In this case, sufficient notice would be given and data made available.
  2. Prices will be reviewed every 6 months and adjusted accordingly if needed. ProActive Software reserves the right to increase prices. Notice will be given of at least 30 days in advance of any price changes.
  3. Updates and upgrades to ProActive Software’s products are made at quarter year intervals, or intermittently if necessary.
  4. You must not modify, adapt or hack the service or modify another website so as to falsely imply that it is associated with the service, ProWorkflow, ProActive Software or any other ProActive Software product.
  5. All licensed/downloaded ProActive Software code (including customized code) must at all times retain the copyright statement (© Copyright 2000-20XX ProActive Software Ltd. Project Management Software Powered by ProWorkflow Licensed to: XXXX).

Service Availability and Support

  1. ProActive Software will aim to provide a service availability of 99.9% however in the event of an outage or server access issue, ProActive Software will not and cannot be held liable for data loss, but will act immediately to restore customer server access.
  2. While ProActive Software makes all efforts to prevent any disruption to service during any update or upgrade, there may be times where ProWorkflow is inaccessible for a period of less than 30 minutes. Updates and upgrades are scheduled to avoid peak usage times.
  3. ProActive Software is committed to providing excellent customer service, we aim to answer most support issues within a few hours however, ProActive Software makes no guarantee on the period of time before support is provided.
  4. In the event that urgent support is required, we will do whatever is necessary to assist. Email support is available 24/7, phone support is available 8am-6pm, Mon-Fri based on pacific time - GMT+12.

Code and Data Ownership

  1. Any data entered in your live account database or uploaded to the service remain yours and can be supplied if needed as a digital file upon request.
  2. ProActive Software does not pre-screen any content, but reserves the right (but not the obligation) to refuse or remove any content available via the service.
  3. Any and all code, including the look and feel is owned by ProActive Software. You may not duplicate, copy or reuse any portion of the HTML, CSS, visual design elements or code without express written permission from ProActive Software
  4. ProActive Software houses all software on our owned/rented servers. Unauthorised distribution without prior consent is strictly prohibited and includes placing our software on any physical or virtual servers or mediums without special agreement or written consent form ProActive Software.
  5. The ProWorkflow code will not be accessible via FTP for subscription accounts. This is to ensure security, performance and server integrity for other customers. If server access is needed then the "dedicated server" option may be required. Contact ProActive software directly for more information.

API Terms

  1. You agree that you are soley responsible for any 3rd party applications you have built to access the ProWorkflow API. This includes supporting your code and any legal issues that may arise. ProActive Software will not and cannot be held responsible for code created by customers.
  2. You may not use your code or the ProWorkflow API for any illegal or unauthorized purpose. You must not, in the use of this service, violate any laws in your jurisdiction (including, but not limited to copyright laws).
  3. If your code or application when using the ProWorkflow API causes unacceptable server load or issues (as determined by ProActive Software) your ProWorkflow account or API access may be revoked or suspended. This is to ensure integrity of service for other ProWorkflow customers.
  4. You will not use the API to create software that sends unsolicited communications (whether commercial or otherwise) to any third party.
  5. ProActive Software reserves the right at any time to modify or discontinue the API (or any part thereof) with or without giving notice.
  6. You may not use the API to violate your license terms. Doing so will result in suspension of your ProWorkflow account.

Data Loss & Backups

  1. ProActive Software will not accept under any circumstances the liability for the loss of customer data through general use, hacking or server failure.
  2. Whilst Backup of data is the sole responsibility of the customer through the built in backup utility, ProActive Software will be responsible for ensuring multiple regular daily backups of the subscription account data and the server itself.

Indemnity

  1. You agree to indemnify and hold ProActive Software Ltd and subsidiaries, affiliates, directors, shareholders, agents, and employees, harmless from any claim or demand or legal fees, made by any third party due to or your use of our Services or your breach of these Terms of Use, any applicable law or the rights of a third party.

Privacy

  1. ProActive Software will at all times be committed to ensuring privacy of information. Any information submitted by the customer will only be used by ProActive Software in the manner intended by the customer or by the terms of this agreement.
  2. We will never distribute your information to third parties, and all ProActive Software staff are under extensive confidentiality and non-disclosure agreements.
  3. While we make every effort to keep your information safe and secure, due to the very nature and environment of the internet, we cannot ensure that all communications and personally identifiable information will never be disclosed.
  4. For credit card related privacy information see the Privacy Policy.

Licensing

  1. ProActive Software distributes all commercial software under a commercial license agreement.
  2. Demo sessions and trials of ProActive Software products are archived the month after creation and deleted the following month. After that period if you would like to use the software legally, you must purchase a license for the product or sign up for a subscription account.
  3. A ‘per user’ license allows that purchaser to operate the software. Licenses cannot be transferred to other parties, this applies to both general software licenses and upgrades
  4. Upgrade packages are only applicable to the company who purchased the original software.
  5. Sharing, redistribution or simultaneous use of licenses is prohibited.
  6. Whilst Source Code may be modified by yourself or a developer for use by the single owner, the code may not be resold, duplicated for multiple uses, or rebuilt to be resold in any way, shape or form.

App Store Usage

  1. Your use of the App Store is at your sole risk. ProActive Software cannot be held responsible for data or security related issues arising from using these apps.
  2. IP ownership of the apps is that of the developer that created the app's code (if 100% unique). The customer owns the data.
  3. You agree that you are soley responsible for any data submitted through our apps in accordance with our general terms.
  4. ProActive Software Ltd has the right to deny access to apps if a customer is in breach of our generals terms.
  5. ProActive Software will aim to provide a service availability of 99.9% for the App Store however in the event of an outage or server access issue, ProActive Software will not and cannot be held liable for data loss, but will act immediately to restore App Store access.

Warranty

  1. Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis.
  2. ProActive Software does not warrant that:
    a. The service will meet your specific requirements
    b. The service will be uninterrupted, timely, secure, or error-free
    c. The results that may be obtained from the user of the service will be accurate or reliable
  3. You expressly understand and agree that ProActive Software shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if ProActive Software has been advised of the possibility of such damages), resulting from:
    a. The use or inability to use the service
    b. The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or any messages received or transactions entered through or from the service
    c. Unauthorised access to or alteration of your transmissions of data
    d. Statements or conduct of any third party on or involved in providing the service
    e. Any other matter relating to the service.

Payment Currency

Credit cards on file for subscription accounts are charged in the currency pre-selected during signup. This may be US , UK Pounds, Euros, New Zealand or Australian dollars. Depending on the credit card used, the charge may appear on credit card statements as NZ dollars and may incur currency conversion fees from the customer's bank. Foreign currency conversion rates are calculated using the conversion rate on the day of processing.

Restricted Content

Uploading any restricted content as listed below may result in immediate account termination. You must not upload, post, host or transmit the following items to or from the service including but not limited to:

  1. Unsolicited email, SMS’s, or “Spam” messages.
  2. Worms, viruses or code of a destructive nature.
  3. Questionable or Illegal material. (Including copyrighted material)

Server Location & Information

Our servers are located at FastServers Datacenter, Chicago, Illinois. FastServer's servers are among the most reliable in the industry. With a guaranteed 99.9% network availability and fast, reliable connectivity, FastServer's world-class network reliability means you can count on your server being up for business. FastServers has 24/7/365 security and network monitoring and is safeguarded with state-of-the-art network security. The server hardware vendor is available 24 hours a day for onsite repairs.

Head Office Location

Whilst all servers and key hardware maintenance contracts are situated in Chicago in the United States of America, the head office of ProActive Software Ltd is located at: 637 Weedons Ross Road, West Melton, Postcode 7676, Christchurch, New Zealand.

 

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