Terms

Last updated: 29.12.2023 12:42 

1. Parties to the Agreement

These Terms and Conditions of Service (the "Terms") constitute a legally binding agreement between Progus sp. z o.o., a company registered under the laws of Poland, with its registered office at Sklepowa 27, 97-500 Radomsko, Poland, hereinafter referred to as "PROGUS," "us," "we," or "our," and any individual or entity ("User" or "you") accessing and using the www.proguscommerce.com website and the services available on the www.proguscommerce.com website (collectively, the "Service").

2. Acceptance of Terms

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all PROGUS users and all visitors to the www.proguscommerce.com website. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Service.

2.1. GDPR Compliance

If you are a PROGUS user located in the European Union, these Terms contain two additional agreements regarding the processing of personal data, required by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC – General Data Protection Regulation (the "GDPR"):

1. Agreement for Entrusting the Processing of Personal Data (the "DPA")

The DPA includes an annex in the form of standard contractual clauses in relation to the possibility of data processing within a third country by PROGUS (as a company located in the United States).

2.2. Arbitration for United States and Canada Users

If you are a PROGUS user located in the United States or Canada, our Terms contain a binding arbitration provision. Unless you opt-out and except for certain types of disputes, PROGUS and you agree to resolve all disputes through binding individual arbitration. This means that you waive any right to have those disputes decided by a judge or jury and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read the "Special Arbitration Provision for United States or Canada Users" section below to learn more.

3. About Our Services

3.1. European Union's Business Entities as Customers

The service rendered by PROGUS is developed and offered solely on a business-to-business ("B2B") basis. PROGUS provides the service only for business or professional partners and refrains from providing the service to consumers, understood as natural persons who order the service without a direct relation to their commercial or professional activity. Therefore, even in the absence of provision by the subscriber of full data indicating his or her corporate or business affiliation, PROGUS shall deem that such subscriber orders the services for the purposes related directly to his or her professional activity.

3.2. Devices and Software

You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including automatic updates.

3.3. Fees and Taxes

You are responsible for all carrier data plans and other fees and taxes associated with your use of our Services. We may charge you for our Services, including applicable taxes. You are solely responsible for any value-added tax in connection with the Services, and you indemnify and hold PROGUS harmless from any and all taxes, including sales tax, based on payments rendered by you for the Services. If PROGUS is legally required to report such information, you will provide us with official receipts issued by the appropriate taxing authority or other such evidence that you have paid all applicable taxes. We may refuse or cancel orders. We do not provide refunds for our Services, except as required by law or justified by exceptional circumstances.

3.4. Trade Sanctions and Export Controls

The Services and your use of the Services are subject to laws, restrictions, and regulations of the United States and other jurisdictions that (i) govern the import, export, and use of the Services and (ii) may prohibit us from providing the Services to you.

You agree and warrant not to export or re-export the Services (i) to any individual, entity, or country prohibited by the United States export control or trade sanctions laws; (ii) to anyone on an applicable government restricted parties list; or (iii) for any purpose prohibited by the United States export control or trade sanctions laws. You agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services by the laws of any jurisdiction.

You shall not use the Services if you are located in a restricted country, if you are currently listed on any restricted parties list, or for any purpose prohibited by the United States export control or trade sanctions laws, and you will not disguise your location through IP proxying or other methods. You represent and warrant that you and your end users (i) are not citizens of, or located within, a country or territory that is subject to United States trade sanctions or other trade restrictions, and that you and your end users will not access or use the Services or export, re-export, divert, or transfer the Services to such countries or territories; (ii) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the United States Department of the Treasury's Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; (iii) are not persons on the United States Department of Commerce's Denied Persons List, Entity List, or Unverified List, or United States Department of State proliferation-related lists; and (iv) are not, and are not owned or controlled by one or more individuals or entities that are, targets of the United States economic sanctions administered by the Department of the Treasury's Office of Foreign Assets Control or the State Department, including being included on any sanctions list or sanctions programs or located, organized, or a resident in a country or territory that is the target of comprehensive sanctions.

You are solely responsible for complying with the United States and the applicable foreign export control and trade sanctions laws and monitoring them for any modifications. You will not cause us to be in violation of any such sanctions programs and regulations.

4. Privacy Policy and User Data

4.1. Privacy Policy: PROGUS's Privacy Policy delineates our data practices, encompassing the collection, processing, and sharing of information. By utilizing our Services, you explicitly consent to our data practices as elucidated in our Privacy Policy. You acknowledge that your information may be transferred to the United States and other countries globally, where we maintain facilities, service providers, or partners. It is imperative to recognize that the legal and regulatory frameworks concerning your stored or processed information may differ from your home country.

4.2. EU Citizens and GDPR Compliance: If you are an EU citizen, we want to emphasize our commitment to adhering to the General Data Protection Regulation (GDPR). PROGUS assumes the role of a data controller for your personal data in two capacities: (a) as a PROGUS user, relating to the purchase of Services and financial transactions, and (b) as a visitor to the www.proguscommerce.com website. Additionally, PROGUS functions as a data controller. For further insights, please refer to our comprehensive Privacy Policy.

5. Acceptable Use of Our Services

5.1. Adherence to Terms and Policies: The utilization of our Services is contingent upon strict compliance with our Terms and published policies. Any infringement of these policies may result in the termination of your account, without recourse or refund, at our sole and exclusive discretion. Should we deactivate your account due to a breach of our Terms, you shall not create another account without our explicit permission.

5.2. Legal and Acceptable Use: Your access and utilization of our Services must align exclusively with legal, authorized, and acceptable purposes. You are expressly prohibited from employing our Services for:

(a) Any unlawful activities. (b) Soliciting others to partake in unlawful acts or actions unrelated to the intended purpose(s) of the Services. (c) Violating international, governmental, federal, provincial, or state regulations, rules, laws, or local ordinances. (d) Infringing upon, misappropriating, or violating our intellectual property rights or the rights of others, including privacy, publicity, intellectual property, or other proprietary rights. (e) Engaging in harassment, abuse, insults, harm, defamation, slander, disparagement, intimidation, threats, hateful speech, or discrimination based on various characteristics. (f) Submitting false or misleading information. (g) Uploading or transmitting viruses or any other malicious code that may affect the functionality or operation of the Services. (h) Collecting or tracking the personal information of others. (i) Engaging in spam, phishing, pharming, pretexting, spidering, crawling, or scraping. (j) Using the Services for obscene or immoral purposes. (k) Impersonating another individual or entity. (l) Interfering with or circumventing the security features of the website.

We retain the right to terminate your use of the Services for any violation of these prohibited uses or for any other reason at our sole and exclusive discretion.

5.3. No Spam, Advertising Compliance: Beyond the aforementioned prohibitions, you are additionally obligated to strictly adhere to all applicable laws, whether federal, state, or otherwise, governing email marketing. This includes, but is not limited to, the U.S. CAN-SPAM Act of 2003, the General Data Protection Regulation (GDPR) of 2018, the Privacy and Electronic Communications (EC Directive) Regulations of 2003, and all other anti-spam laws. Any violation of these laws will constitute a material breach of these Terms. You further agree to indemnify and hold PROGUS harmless in the event of any third-party claims arising from your non-compliance with this anti-spam prohibition.

5.4. Harm to PROGUS or Our Users: You must not (or assist others in):

(a) Accessing, using, copying, adapting, modifying, creating derivative works, distributing, licensing, sublicensing, transferring, displaying, performing, or otherwise exploiting our Services in impermissible or unauthorized ways. (b) Reverse engineering, altering, creating derivative works from, decompiling, or extracting code from our Services. (c) Sending, storing, or transmitting viruses or other harmful computer code through or onto our Services. (d) Gaining or attempting to gain unauthorized access to our Services or systems. (e) Interfering with or disrupting the integrity or performance of our Services. (f) Creating accounts for our Services through unauthorized or automated means. (g) Collecting information about our users in impermissible or unauthorized ways. (h) Selling, reselling, renting, or charging for our Services, except as done by PROGUS official resellers or with the consent of PROGUS. (i) Distributing or making our Services available over a network for simultaneous use on multiple devices. (j) Removing or altering PROGUS's proprietary branding or logo or otherwise modifying the appearance of the Services, directly or indirectly.

We reserve the right to terminate your use of the Services for any violation of these provisions or for any other reason within our sole and exclusive discretion.

6. Accounts

6.1. Registration: When establishing an account with us, you are obligated to furnish information that is accurate, complete, and up-to-date at all times. Failure to comply constitutes a breach of the Terms and may lead to the immediate termination of your account on our Service. Please be mindful that you possess the right to rectify your personal data, as articulated in our Privacy Policy.

6.2. Identity Verification: Upon registration for our Services, you explicitly agree and acknowledge our authority to verify the personal data you provide or otherwise confirm your identity. This verification may encompass validating your name and identity by confirming your email address. In the event that we uncover material inaccuracies in the personal data you submit or are unable to verify your identity, we reserve the right to terminate your account and restrict your use of the Services.

6.3. Keeping Your Account Secure: You bear the responsibility for safeguarding the password utilized to access the Service, and for any activities or actions under your password, whether with our Service or a third-party service. You are expressly prohibited from disclosing your password to any third party. Should you become aware of any security breach or unauthorized use of your account, you must promptly notify us. You may not use the name of another individual or entity as your username, or any name or trademark that is not lawfully available for use, is subject to the rights of another person or entity, or is otherwise offensive, vulgar, or obscene. You expressly acknowledge that PROGUS cannot be held liable for any loss or damage arising from misrepresentations in this regard.

6.4. Business Use Only: PROGUS Services are exclusively intended for business use and must be employed solely in accordance with their designated purpose, application, and their inherent characteristics.

6.5. Reservation of Rights: PROGUS retains the right to access your Account for technical purposes and to address service-related issues without prior notice. We also possess the prerogative to monitor your account at our sole and exclusive discretion and to assume the role of your account owner, particularly in situations that may pose harm to you, us, other users, or during suspected violations of the

 

 

Disclaimers

YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL; THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE; OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “PROGUS PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM(S)”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Limitation of Liability

THE PROGUS PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DATA LOSS, DAMAGE OR COMPUTER CRASH, THE COSTS OF SUBSTITUTE EQUIPMENT AND SOFTWARE, SHUT-DOWN, COMPANY REPUTATION INFRINGEMENT, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, EVEN IF THE PROGUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS (US $100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE PROGUS PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

In no event shall PROGUS nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

 

7. Terms of Sale

7.1 Sale Price

The sale price for our Services is displayed at the point of sale. Please note that our prices do not include additional taxes, fees, and surcharges charged by your bank, PayPal, or other providers.

7.2 Subscription Plan

As a PROGUS user, you agree that we may alter your existing payment plan at any time during the subscription. This includes but is not limited to upgrading or downgrading your payment plan, changing from a monthly to a yearly subscription, adding or removing an operator using reference transactions, or purchasing add-ons through your PROGUS panel.

7.3 Right of Refusal

We reserve the right to refuse or cancel your order at any time for various reasons, including product or service availability, errors in the product or service description or price, errors in your order, or any other reason. You explicitly agree that PROGUS cannot be held liable for any loss or damage resulting from such cancellations.

We also reserve the right to downgrade your payment plan to a free subscription in case of non-payment on your part. We may refuse or cancel your order if we suspect fraud or an unauthorized or illegal transaction.

7.4 Payment Information

Please familiarize yourself with your rights as stipulated within the Sale of Goods Act 1979, Unfair Contract Terms Act 1977, the Unfair Terms in Consumer Contracts Regulations 1999, and the Uniform Commercial Code of 1952.

When making a purchase through the Service, you may be required to provide certain information relevant to your purchase. This includes, but is not limited to, your credit card number, the expiration date of your credit card, and your billing address.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment methods in connection with any purchase; and (ii) the information you provide to us is true, correct, and complete. You explicitly agree that PROGUS is not responsible for any loss or damage arising from the submission of false or inaccurate information.

By submitting this information, you grant us the right to provide the information to third parties to facilitate the completion of your purchases. This information will be handled in accordance with our Privacy Policy. Credit/debit card data and PayPal account data provided by a user are processed by professional companies conducting non-cash transactions only to the extent necessary to effect payments. PROGUS will not store or disclose any financial information provided by users to third-party entities.

7.5 Availability, Errors, and Inaccuracies

We regularly update our offerings of products and services on the Service. The products or services available on our Service may be mispriced, inaccurately described, or unavailable. We may experience delays in updating information on the Service and in our advertising on other websites. You agree that any offer of a product or service does not constitute a legally binding offer with legal consequences.

We cannot guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information, correct errors, inaccuracies, or omissions at any time without prior notice.

7.6 Refunds

Due to the electronic nature of our Services, PROGUS is not obligated to provide a refund for any reason. This includes but is not limited to partial months or years of services, upgrades or downgrades, or unused time during your subscription.

However, we may, in our sole discretion and under exceptional circumstances, issue a refund. In no event will a refund for more than three (3) months of service be issued. To request a refund, please contact PROGUS at contact@proguscommerce.com, and we will address the matter within thirty (30) days.

If PROGUS materially breaches these Terms and fails to cure this breach within thirty (30) days of receiving written notice from you, PROGUS will refund the proportion of the pre-paid fees attributable to the period after the breach.

7.7 Customization

PROGUS aims to provide Services that best meet your needs and expectations. We analyze and forecast aspects of your behavior and preferences as a client, including automated analysis to create your individual profile and present dedicated offers and functionalities. These offers and functionalities are tailored to you based on the data we process about you.

PROGUS considers the preparation and delivery of customized functionalities and offers based on the above-mentioned analysis an integral part of the Services. Obtaining them is a fundamental feature of our Service. If you do not wish to receive such functionalities and offers as part of the Service, you should refrain from using the Service. You can also prevent further data processing concerning you for that purpose at any time by terminating the Service in accordance with these Terms. 

 

8. Content

8.1 Posting Content

Our Service allows you to post, link, store, share, and make available various types of content, including information, text, graphics, videos, or other materials ("Content"). You are responsible for the Content you post on the Service, including its legality, reliability, and appropriateness.

8.2 Content License

By posting Content on the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. However, with the exception of your avatar's photo, you retain all your rights to any Content you submit, post, or display on or through the Service. You are responsible for protecting those rights.

8.3 Content Representations and Warranties

By posting Content on the Service, you represent and warrant that:

(i) You own the Content, or you have the right to use it and grant us the rights and license as provided in these Terms. (ii) The posting of your Content does not violate the privacy rights, publicity rights, intellectual property rights, trade secrets, contract rights, or any other rights of any person. (iii) The Content does not constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law. (iv) The Content does not disclose private information of any third party, including, without limitation, surnames, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers. (v) The Content does not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity. (vi) The Content will not contain viruses, corrupted data, or other harmful, disruptive, or destructive files. (vii) You will not post Content or links to content that, in the sole judgment of PROGUS, is objectionable, restricts, or inhibits any other person from using or enjoying the Services or exposes PROGUS or its users to any harm or liability. (viii) You will not post Content that promotes unlawful activities, particularly of a pornographic nature, intended to harm others or that supports terrorism or criminal organizations. (ix) You will not post Content that encourages consumers to purchase financial services that do not correspond to their needs, especially encouraging participation in pyramid schemes.

9. Links To Other Websites

We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights without our express permission.

10. Third-Party Services

Our Service may contain links to other websites, apps, content, products, and services operated by unrelated companies and individuals ("Third-Party Websites"). These links are provided for your information only. The inclusion of any link to a Third-Party Website does not mean that we accept any responsibility for that Third-Party Website, its content, use, or the use of any features, products, and services made available through that Third-Party Website.

We have no control over Third-Party Websites or any information or materials contained on them. We are not responsible for any damages or harm caused by your use of, or reliance on, Third-Party Websites or any information or materials contained on them. You access and use Third-Party Websites at your own risk and are required to review the Terms and Conditions and Privacy Policy of every site you visit.

11. Indemnification

You agree to defend, indemnify, and hold harmless PROGUS and its licensee, licensors, employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debts, and expenses (including but not limited to attorney's fees) arising from or related to:

(a) Your use and access of the Service, by you or any person using your account and password.

(b) A breach of these Terms.

(c) Content posted on the Service.

 

12. Dispute Resolution; Choice of Law

12.1 Governing Law

If you are a PROGUS user located in the United States or Canada, these Terms shall be governed and construed in accordance with the laws of California, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in San Francisco County, California, and any cause of action related to these Terms or the Services must be filed therein unless subject to the binding mediation and arbitration provisions set forth in the "Special Arbitration Provision for United States or Canada Users" section below applies to you.

If you are not subject to the "Special Arbitration Provision for United States or Canada Users" section below, you agree that you will resolve any claim you have with us exclusively under the jurisdiction of Poland, without regard to its conflict of law provisions.

12.2 Dispute Resolution

You agree to resolve any claim or dispute with us related to these Terms, the Services, or us through binding mediation and arbitration, with a few exceptions. You can read the details in the "Special Arbitration Provision for United States or Canada Users" section below.

12.3 Survival of Provisions

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

13. Availability and Termination of Our Services

13.1 Availability of Our Services

Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect our Services, such as natural events and other force majeure events.

13.2 Reservations for Services Operation

As permitted by applicable law, PROGUS reserves the right, without limitation, to:

(i) Investigate any suspected breaches of the Services' security or PROGUS's information technology or other systems or networks.

(ii) Investigate any suspected breaches of these Terms and Conditions and any applicable terms.

(iii) Use any information obtained by PROGUS in accordance with its Privacy Policy in connection with reviewing law enforcement databases or complying with applicable laws and use and/or disclose any information obtained by PROGUS to comply with law enforcement requests or legal requirements in accordance with our Privacy Policy.

(iv) Involve and cooperate with law enforcement authorities in investigating any of the foregoing matters.

(v) Prosecute violators of these Terms and Conditions and any applicable additional terms.

(vi) Discontinue the Services, in whole or in part, or suspend or terminate your access to them, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason, and without any obligation to you or any third party.

Any suspension or termination will not affect your obligations to PROGUS under these Terms and Conditions or any applicable additional terms. Upon suspension or termination of your access to the Services, all rights granted to you under these Terms and Conditions or any applicable additional terms will cease immediately. You agree that you will immediately discontinue using the Services.

The provisions of these Terms and Conditions and any applicable additional terms that, by their nature, should survive your suspension or termination will survive, including the rights and licenses you grant to PROGUS, as well as the indemnities, releases, disclaimers, and limitations on liability, and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

13.3 Termination by Us

We may modify, limit, suspend, or terminate your access to or use of our Services anytime for no reason in our sole discretion, especially if you violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others. Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

We may also, at our sole discretion, partially limit your use of the Services, including disabling your access to our technical support if you abuse our support.

13.4 Termination by You

You can cancel your recurring subscription at any time to stop further charges to your account. You will maintain access to all the features in your payment plan until the expiration of your subscription.

13.5 Survival

The following provisions will survive any termination of your relationship with PROGUS: "Licenses," "Disclaimers," "Limitation of Liability," "Indemnification," "Dispute Resolution," "Availability and Termination of our Services," "Other," and "Special Arbitration Provision for the United States or Canada Users."

Please note that these terms and conditions are subject to change, and it's important to review them regularly to stay informed about your rights and responsibilities while using PROGUS's services.

Is there anything specific you would like to know more about or any other questions you have in relation to these terms and conditions?

14. Changes

14.1 Modification of Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least fifteen (15) days' notice before any new terms take effect. What constitutes a material change will be determined at our sole discretion.

14.2 Notification of Changes

You will be notified about changes to these Terms and encouraged to review the new conditions. It is your responsibility to stay informed about any updates or modifications to the Terms. Your continued use of the Services after the revised Terms have been posted indicates your acceptance of the changes. If you do not agree with the updated Terms, you should discontinue using our Services.

EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING-FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Any new Terms or additional terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You can reject any new, revised or additional terms by discontinuing the use of the Service.

15. Other

15.1 Entire Agreement

Unless a mutually executed agreement between you and us states otherwise, our Terms constitute the entire agreement between you and us regarding PROGUS and our Services, superseding any prior agreements.

15.2 Additional Terms

We may request your agreement to additional terms for specific Services in the future, and in case of any conflict between our Terms and such additional terms, the additional terms will prevail.

15.3 Geographic Limitations

Our Services are not intended for distribution or use in any country where such distribution or use would violate local laws or subject us to regulations in another country. We reserve the right to restrict or limit our Services in any country.

15.4 Interpretation

The interpretation of the provisions of these Terms is at the sole and exclusive discretion of PROGUS.

15.5 Language

Our Terms are written in English (UK). Any translated version is provided solely for your convenience. In the event of a conflict between the translated version and the English version, the English version shall prevail.

15.6 Amendments and Waivers

Any amendment to or waiver of our Terms requires our express consent.

15.7 Rights and Obligations Assignment

We reserve the right to freely assign all of our rights and obligations under these Terms to our affiliates or in connection with mergers, acquisitions, restructuring, sales of assets, operation of law, or other circumstances. This may include the transfer of your information to our affiliates, successor entities, or new owner.

15.8 Non-Transferability

You may not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.

15.9 Compliance with Law

Nothing in our Terms will prevent us from complying with the law.

15.10 No Third-Party Beneficiaries

Except as specifically stated, our Terms do not grant any third-party beneficiary rights.

15.11 Severability

If any provision of these Terms is deemed unlawful, void, or unenforceable for any reason, that provision shall be considered severable from our Terms and shall not affect the validity and enforceability of the remaining provisions, except as set forth in the "Special Arbitration Provision for United States or Canada Users" - "Severability" section below.

15.12 Reservation of Rights

We reserve all rights not expressly granted by us to you. In some jurisdictions, you may have legal rights as a consumer, and our Terms are not intended to limit such consumer legal rights that may not be waived by contract.

15.13 Feedback and Suggestions

We appreciate your feedback and suggestions regarding PROGUS and our Services. However, you understand that we may use your feedback or suggestions without any obligation to compensate you for them, just as you have no obligation to offer them.

 

16. Special Arbitration Provision for United States and Canada Users

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO OUR UNITED STATES AND CANADA USERS. IF YOU ARE A PROGUS USER LOCATED IN THE UNITED STATES OR CANADA, PROGUS REQUIRES YOU TO SUBMIT TO BINDING INDIVIDUAL ARBITRATION OF ALL DISPUTES, EXCEPT FOR THOSE THAT INVOLVE INTELLECTUAL PROPERTY DISPUTES AND EXCEPT THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. THIS MEANS YOU ARE WAIVING YOUR RIGHT TO HAVE SUCH DISPUTES RESOLVED IN COURT BY A JUDGE OR JURY. THIS SECTION ALSO LIMITS THE TIME YOU HAVE TO START AN ARBITRATION OR, IF PERMISSIBLE, A COURT ACTION. FINALLY, THIS SECTION WAIVES YOUR RIGHT TO HAVE YOUR DISPUTE HEARD AND RESOLVED AS A CLASS ACTION, CLASS ARBITRATION, OR A REPRESENTATIVE ACTION.

16.1 Excluded Disputes

"Excluded Dispute" means any dispute related to the enforcement or infringement of your or our intellectual property rights, such as copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents. For clarity and notwithstanding the foregoing, disputes relating to, arising out of, or in any way connected to your rights of privacy and publicity are not Excluded Disputes.

16.2 Governing Law

The United States Federal Arbitration Act governs the interpretation and enforcement of this "Special Arbitration Provision for United States or Canada Users" section, including any question about whether a dispute between PROGUS and you is subject to arbitration.

16.3 Agreement to Arbitrate

For PROGUS users located in the United States or Canada, PROGUS and you agree to waive the right to a trial by judge or jury for all disputes, except for the Excluded Disputes. PROGUS and you agree that all disputes (except for the Excluded Disputes), including those related to, arising out of, or in any way connected to your rights of privacy and publicity, will be resolved through final and binding arbitration. PROGUS and you agree not to combine a dispute that is subject to arbitration under our Terms with a dispute that is not eligible for arbitration under our Terms.

16.4 Arbitration Process

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time the arbitration is started, including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes (together, the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules. Notwithstanding the AAA Rules, we will reimburse you for all the AAA administrative fees in Disputes that are subject to the Supplementary Procedures for Consumer-Related Disputes, unless the arbitrator determines that a Dispute was filed for purposes of harassment or is patently frivolous.

16.5 Opt-Out Procedure

You may opt-out of this agreement to arbitrate. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing postmarked within 30 days of the later of: (i) the date that you first accepted our Terms; and (ii) the date you became subject to this arbitration provision.

16.6 Small Claims Court

As an alternative to arbitration, if permitted by your local "small claims" court’s rules, you may bring your dispute in your local "small claims" court, as long as the matter advances on an individual (non-class) basis.

16.7 Time Limit to Start Arbitration

We and you agree that for any dispute (except for the Excluded Disputes), we and you must commence an arbitration proceeding within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not commence an arbitration within one year after the dispute first arose, then the arbitration will be dismissed because it was started too late.

16.8 No Class Actions, Class Arbitrations, or Representative Actions

We and you each agree that if you are a PROGUS user located in the United States or Canada, each of we and you may bring disputes against the other only on its or your own behalf, and not on behalf of any other person or entity, or any class of people. We and you each agree not to participate in a class action, a class-wide arbitration, disputes brought in a private attorney general or representative capacity, or consolidated disputes involving any other person or entity in connection with any dispute.

16.9 Severability

If the prohibition against class actions and other disputes brought on behalf of third parties is found to be unenforceable for a dispute, then all of the provisions above under the caption “Special Arbitration Provision for the United States or Canada Users” will be null and void as to that dispute.

16.10 Place to File Permitted Court Actions

If you opt-out of the agreement to arbitrate, if your dispute is an Excluded Dispute, or if the arbitration agreement is found to be unenforceable, you agree to be subject to the “Forum and Venue” provisions in the “Dispute Resolution” section set forth above.

16.11 UCITA

The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form (“UCITA”), shall not apply to these Terms and Conditions, and to the extent that UCITA is applicable, the user and PROGUS hereby opt-out of the applicability of UCITA.

16.12 Legal Notice for New Jersey Residents

Under the New Jersey Truth-in-Consumer Contract, Warranty and Notice ACT (“TCCWNA”), N.J.S.A. 56:12-14 et seq., consumers may not be offered any written contract which includes any provision that violates any clearly established legal right of a consumer, or responsibility of a seller, as established by state or federal law. In addition, under the TCCWNA, no consumer contract may state that any of its provisions are or may be void, unenforceable or inapplicable in some jurisdictions without specifying which provisions are or are not void, unenforceable or inapplicable in New Jersey. Therefore, the following provisions of these Terms of Use shall not be applicable to New Jersey residents: (i) the provisions concerning limiting the Service’s liability for any loss or damage are not applicable to New Jersey residents to the extent the Service was negligent or has breached its obligation; (ii) the provisions concerning the exclusion or limitation of certain damages are not applicable to New Jersey residents with respect to punitive damages, loss of data, and loss of or damage to property; and (iii) the provisions concerning the indemnification by you are not applicable to New Jersey residents unless you were negligent or have breached these Terms of Use.

16.13 California Consumers

Please note specific rights available to California Consumers in our Privacy Policy.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

17. Our Partners' Terms and Liability

If you use our Services through a third-party service/app market, you are required to read and accept that third-party service provider’s terms of service and to act in accordance with them. Detailed rules regarding your cooperation with a Partner will be governed by the Partner’s terms.

17.1 Applicable only to Shopify Users

PROGUS is solely responsible for the application; Shopify is not liable for any fault in the application or any harm that may result from its installation or use, except where expressly stated by Shopify. Shopify cannot provide assistance with the installation or use of the application; and PROGUS is solely responsible for any liability which may arise from your access to or use of the application, including: (1) the development, use, marketing, or distribution of or access to the application, including support of the application; or (2) developer’s access, use, distribution, or storage of merchant data.

18. Privacy Policy and Cookie Policy

Please refer to our Privacy Policy. You agree that they constitute part of these Terms. You must read our Privacy Policy before you use the Service.

19. Complaints Procedure

Any complaints relating to the Services should be made by email at contact@proguscommerce.com.

Necessary elements of a complaint are: (a) name of the complainant (yours); (b) the complainant’s e-mail address (this should be the e-mail address provided in the account registration); (c) business name, registered office, or address of the organization; and (d) a detailed description of the event justifying the complaint.

The time limit for processing a complaint is 30 (thirty) days from the date of receiving the complaint unless it is necessary to provide us with additional information to investigate the complaint. In this case, the period of 30 (thirty) days is counted from the date of providing such information.

The complaint procedure ends with PROGUS sending a response to the complaint notification. The response is sent only to the e-mail address given in the complaint application.

20. Contact Us

If you have any questions about these Terms, please contact us at contact@proguscommerce.com.