Welcome to Proceve Inc. (“Proceve,” “we,” “us,” “our”). This Terms of Service (“Agreement”) governs your access to and use of the Proceve software, websites, and services (collectively, the “Service”). By accessing or using the Service, you (“Subscriber,” “you”, “your”) agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization, or another legal entity (“Entity”), you are agreeing to this Agreement for that Entity and representing to Proceve that you have the authority to bind such Entity and its affiliates to this Agreement, in which case the terms “Subscriber,” “you,” or related capitalized terms herein shall refer to such Entity and its affiliates. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Service. This Agreement begins on the date you accept it and ends at the date your Subscription ends. This Agreement may be modified periodically, by Proceve,by posting an updated version to the website. We will email a notice of the Amended Agreement to the email address in Our files.
Accounts
- Registration: You must register for a user account to access the Service. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
- Responsibility: You are responsible for safeguarding your passwords and for any activities or actions under your account, whether your password is with our Service or a third-party service.
- Age Limitation: You affirm that you are over the age of 18, as the Service is not intended for minors.
Access to the Service
- License: Subject to your compliance with this Agreement, Proceve grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service.
- Usage Limits: The Service may be subject to usage limits, including, for example, the number of users or projects per account.
Ordering, Fees, Payment, Subscription Terms and Renewals
- Ordering: Your order is final once You have received a confirmation email and/or a license/access key. Login instructions/license/access keys will be delivered by email to Your account once payment has been received. You are responsible for the installation of the Service once the license/access key has been provided to You.
- Billing: You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Proceve.
- Renewal: Except as otherwise specified in your order, all subscriptions will automatically renew for additional periods at the current rates for a period of time equal to the expiring subscription term or one year (whichever is shorter). If You do not wish to renew, You are required to provide notice through account settings or contacting our support team.
- Tier Increase – You may increase (but not decrease) Your service tier during Your subscription term by placing a new order or modifying Your existing order. This may be done through account settings or by contacting our customer support. A prorated rate adjustment will be applied.
- Payment – Unless You specify otherwise, We will use the same method of payment for renewals or tier increases as was used for the initial order or as You may have updated in Your account settings.
- Refunds – Fees are non-refundable except as otherwise provided in this Agreement
- Taxes – Fees are exclusive of taxes that Proceve is required to apply according to statutory requirements.
Use of the Service
- Your Responsibilities: You are responsible for all activities that occur in Your account and for Your end users’ compliance with this Agreement.
- Acceptable Use: You shall use the Service only in accordance with applicable laws and government regulations for your own internal business purposes. You shall not (a) make the Service available to anyone other than Your users, (b) sell, trade, or otherwise transfer the Service to an external party, or (c) try to gain unauthorized access to the Service or its related systems or networks.
- Beta Period – Use of the product during any Beta Period (Service provided on a free/trial basis) is subject to this Agreement, which may be modified in full or part at any time as per This agreement. Beta Period may include Service that is incomplete, containing bugs or errors, or with features that may be revoked. No warranty, indemnity, service level agreement, or support is provided for Beta Period and the total maximum liability for Beta Period is limited to $25 per subscription.
Intellectual Property Rights
- Ownership of Services and Product: Proceve or its licensors own all right, title, and interest in and to the Service and the Product, including all related software, technology, documentation, and content provided in connection with the Services. This includes all intellectual property rights inherent in the foregoing. No rights are granted to You hereunder other than as expressly set forth herein. You acknowledge that you neither own nor acquire any additional rights in and to the aforementioned materials other than those expressly granted by this Agreement. Furthermore, You agree not to challenge the validity of Proceve’s ownership of the Service and Product, nor the intellectual property rights related to them.
- Customer Data: As between Proceve and you, You own all right, title, and interest in and to all data, information, and material that You provide or upload to the Service in the course of using the Service (“Customer Data”). You grant to Proceve a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Customer Data, including the right to modify such data to the extent necessary for the creation of derivative works, solely for the purposes of (i) providing and maintaining the Service, (ii) improving the functionality and performance of the Service and Product, and (iii) using the data in aggregated and/or anonymized form for research or to enhance the products or services offered by Proceve.
- Data Protection: Proceve commits to implementing reasonable and appropriate measures designed to secure your Customer Data against accidental or unlawful loss, access, or disclosure. Only anonymized or aggregated data will be used for research purposes, ensuring that such data cannot be used to identify any individual user or entity.
Confidentiality
- Definition: “Confidential Information” includes all information disclosed by You to Proceve or by Proceve to You which is in tangible form and labeled “confidential” or the like.
- Protection: Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information.
Termination
- Termination Rights: You may terminate this Agreement or Your Subscription with notice. No refund will be provided. Your rights to use the Service will end immediately. Your Customer data will be deleted.
- We may immediately terminate Your access to the Service if You breach any provisions of this Agreement. We may, but are not required to, provide notice of the breach and offer You a 30 day period to cure it.
- Effect of Termination: Upon any termination for cause by You, Proceve will refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.
Disclaimers
- The Service is provided “as-is,” without any warranty whatsoever. Proceve disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
- You confirm that You have provided all rights, consents, and disclosures for us to provide the Service to You
- You are responsible for assessing whether the Service meets Your business needs and its compliance with any regulatory matters related to the use of the Service
Limitation of Liability
To the extent permitted by law, in no event will Proceve’s aggregate liability arising out of or related to this agreement exceed the total amount paid by You for the Service during the six (6) months preceding the last event giving rise to liability.
- General Provisions
We may disclose Your or Entity name in our marketing materials. You or Entity may opt-out by contacting our support team at [email protected].
Notices will be in writing and delivered by email to the email address on file and will be posted to our website.
Please refer to the separate data processing agreement https://proceve.com/data-processing/ which applies to Your use of the Service.
This Agreement constitutes the entire agreement between You and Proceve.We are not liable for any delay or failure to deliver Service due to events beyond our reasonable control and occurring without our responsibility and without negligence.
This Agreement is governed by the laws of Ontario, Canada and will be adjudicated as such.
