• support@proware.io

Terms and Conditions of Use

Agreement for using ProWare Cloud - Effective as from 1st April 2019

Scope 

  1. Acceptance of terms 
  2. Changes and notices 
  3. Confidential information 
  4. Your information, privacy, and data protection 
  5. Copyright policy 
  6. Responsibility for links and content 
  7. Intellectual property rights; license grant 
  8. Permissible use of the PROWARE Cloud 
  9. Termination and accountability 
  10. Marketplace functionality 
  11. Indemnity 
  12. Exclusion of software warranties 
  13. Limitation of liability 
  14. Applicable law 
  15. Cross-border clause 
  16. Merchant of Record 
  17. Survival 
  18. Waiver and Severability 

 

  1. Scope

ProWare Solutions Limited, as per registered address created the PROWARE Cloud which you (You or Your) use and access to can obtain information on PROWARE Standard Software (PROWARE Software) and related products (also third party products) and services. Furthermore, the PROWARE Cloud serves as a marketing and distribution platform for PROWARE group companies as well as authorized solution partners (Authorized Solution Partner(s)). Purchasing or licensing of any products offered on the PROWARE Cloud is NOT available for consumers, but solely for merchants/corporations and requires an existing PROWARE system.

If You are accessing and/or using the PROWARE Cloud on behalf of Your employer or as a consultant or agent of a third party (collectively Your Company), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Terms of Use Agreement (TOU) and everywhere in this TOU that refers to You or Your, shall also include Your Company. Furthermore, where you use any marketplace functionality of the PROWARE Cloud to buy and/or license PROWARE products or third party products from either PROWARE, any PROWARE group company or an Authorized Solution Partner, You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of any purchase, rental or licensing agreement concluded with either of the aforementioned entities. 

  1. Acceptance of terms

Unless otherwise agreed to in a separate signed writing, Your access and use of the PROWARE Cloud, Content (defined in Section 7 below), or any forums, wikis, blogs, or services provided on the PROWARE Cloud (any Services), are subject to this TOU. Additionally, Your use of the PROWARE Cloud, Content, and the Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements either between a) You and PROWARE, or b) You and an PROWARE group company, (any Additional Legal Terms) or c) You and an Authorized Solution Partner (any Partner Terms), which may be posted on the PROWARE Cloud where applicable. These TOU and the applicable Additional Legal Terms form a legally binding agreement between You and PROWARE regarding Your access and use of the PROWARE Cloud, Content, and the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control.

By accessing or using the PROWARE Cloud, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use the PROWARE Cloud. Your access and use of any PROWARE products or related documentation or any third party products made available through the PROWARE Cloud shall be subject to a separate license agreements (Additional Legal Terms or Partner Terms) made available to You at the time by PROWARE, or an PROWARE group company or an Authorized Solution Partner (as the case may be), You order, access or download such PROWARE and/or third party products.

For any products or services offered by Authorized Solution Partners, only Partner Terms apply to such products and services. Such Partner Terms need to be accepted separately by You. PROWARE is not a party to any agreement between You and an Authorized Solution Partner.

For purchases made on PROWARE Cloud, you agree to receive invoices in electronic format, e.g. via e-mail, if electronic delivery is compliant with local law of the country the purchase is made in.

In addition, and in accordance with the use of information described in the PROWARE Privacy Statement, by registering to the PROWARE Cloud, you agree to set e-mail address as your default method of communication with the PROWARE Cloud and selected third-party providers if you choose to obtain third-party services available through the PROWARE Cloud. 

  1. Changes and notices

PROWARE reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the PROWARE Cloud and/or the Services at any time. PROWARE may notify You of any changes to this TOU, the PROWARE Cloud, and/or the Services when You visit the PROWARE Cloud, via email, or by updating the TOU which can be viewed via the Legal Terms link. PROWARE may make changes to its products, service offerings and PROWARE Software at any time without notice.

THE MOST CURRENT VERSION OF THIS TOU CAN BE ACCESSED BY CLICKING LEGAL TERMS THAT IS INCLUDED ON THE BOTTOM OF EACH WEB PAGE COMPRISING THE PROWARE Cloud. 

  1. Confidential information
  2. Except for Web sites within the PROWARE Cloud which are clearly identified as non-public forums (each a Non-Public Forum), the PROWARE Cloud is intended to be a public forum and You agree not to provide PROWARE or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for Content clearly labeled as confidential that, You upload into a Non-Public Forum, any Content that You send or upload to the PROWARE Cloud will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such uploaded Content.
  3. You agree not to reproduce any Confidential Information to which you are provided access through the PROWARE Cloud in any form except as authorized at the time of disclosure. Any reproduction of PROWARE Confidential Information shall remain the property of PROWARE and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to:
  4. take all reasonable steps (defined below) to keep all Confidential Information strictly confidential;
  5. to use Confidential Information solely as authorized at the time of disclosure and
  6. not to disclose any Confidential Information to any party without the prior written consent of PROWARE.

You do not acquire any rights in Confidential Information except the limited rights as described above.

In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the PROWARE Software or Services, or compete with PROWARE Software or Services in whole or in part.

As used herein, Confidential Information shall mean all trade secrets and other information or Services which PROWARE or third parties protect against unrestricted disclosure to others which is either labelled Confidential, accessed through a restricted area of the PROWARE Cloud, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and reasonable steps means those steps You and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

ALL UPLOADS BY YOU INTO THE PROWARE Cloud, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND PROWARE TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE PROWARE Cloud. 

  1. Your information, privacy, and data protection

You are solely responsible to provide PROWARE with Your complete, true, and current User information and to keep Your User information accurate and up to date. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that PROWARE collects, uses, Clouds and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the Services subject to PROWAREs Privacy Statement. Where PROWARE through the PROWARE Cloud temporarily collect and utilize Your credit card or other personal information provided by You for the purposes of processing a license, rental or purchase contract for PROWARE products or products of Authorized Solution Partners, collection and processing of such personal information will be treated in compliance with PROWAREs Privacy Statement and other applicable legislation. You agree that PROWARE may access, preserve and disclose Your account information and/or Content if required to do so by law or to:

  1. comply with a legal process;
  2. respond to claims that any Content violates the rights of third parties or
  3. protect the rights, property or personal safety of PROWARE, Users, and the public or
  4. enable the PROWARE Cloud to process business transactions (purchase/licensing of products) between You and an Authorized Solution Partner. Especially with regards to (4)

You explicitly agree that such information is provided to the respective Authorized Solution Partner for the purposes of delivery/distribution and licensing of such partner products.

YOU AGREE TO COMPLY WITH THE TERMS OF THE PROWARE PRIVACY STATEMENT, WHICH CAN BE FOUND BY BELOW OR BY CLICKING ON PRIVACY AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE PROWARE Cloud. 

  1. Copyright policy

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder rights. You agree that You will not use the PROWARE Cloud to infringe the Intellectual Property Rights of PROWARE or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of PROWARE Software, third party software, or any Content accessed on the PROWARE Cloud.

As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

You agree to comply with the terms of the PROWARE Copyright Policy, which can be found BELOW OR by clicking on Legal TERMS at the bottom of EACH web page comprising the PROWARE Cloud. 

  1. Responsibility for links and content

PROWARE is only responsible or liable for the Content posted on the PROWARE Cloud to the extent required by its TOU.The PROWARE Cloud may contain links to external Web sites and information provided on such external websites by PROWARE partners and third-party service providers. PROWARE shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that PROWARE shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the PROWARE Cloud (any Content), whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. 

  1. Intellectual property rights; license grant

Subject to any licenses, You grant to PROWARE pursuant to this Agreement, You shall retain ownership of all Intellectual Property Rights in and to the Content provided by You on the PROWARE Cloud to the extent You are the owner or holder of the Intellectual Property Rights. Nothing in this Agreement shall prohibit You from selling or licensing Your Content to any other party under a separate agreement. By transmitting or uploading Content to PROWARE, You grant PROWARE a perpetual, unlimited, irrevocable, royalty-free, worldwide license to: use, reproduce, adapt, display, perform, modify, transmit, translate, distribute, and create derivative works of the Content; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to PROWARE that You have the right, title, and/or authority to grant such license to PROWARE. PROWARE may elect not to post or publish the Content that You send or upload.

If PROWARE elects to post or publish the Content, PROWARE may in its sole discretion elect to withdraw the posted or published information for any reason and without notice. All Intellectual Proprietary Rights to any PROWARE Software, the PROWARE Cloud and the Services shall belong to PROWARE. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any PROWARE Software for any reason unless otherwise permitted by law. You hereby agree to assign and do assign to PROWARE any modifications or derivative works of any PROWARE Software made by You in contravention of this limitation. 

  1. Permissible use of the PROWARE Cloud

You agree not to access, utilize the Services, or access the PROWARE Cloud for purposes that are inconsistent with PROWARE's legitimate business interests. In particular, You are permitted to use the Services and the PROWARE Cloud only in strict compliance with the terms of this TOU to a) obtain information (so long as that information is not being gathered for a use in any manner which is or could be detrimental to PROWARE (unless such use is otherwise protected by law)), and/or b) to provide feedback or other constructive comments to PROWARE (both positive and negative) and/or c) buy and/or license PROWARE products and third party products through the PROWARE Cloud. 

  1. Termination and accountability

In the event You are in material breach of these TOU or any Additional Legal Terms, PROWARE may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of the PROWARE Cloud. PROWARE may remove any Content posted on the PROWARE Cloud at PROWAREs sole discretion. PROWARE shall not be liable to You or any third party for any termination or change to the PROWARE Cloud and/or the Services. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of the PROWARE Cloud or any other Users computer system, PROWARE may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws. You agree not to use the PROWARE Cloud to:

PROWARE provides the PROWARE Cloud as a marketplace to PROWARE customers and prospects. Furthermore, the PROWARE Cloud serves as a marketplace for PROWARE products, which PROWARE offers to existing PROWARE customers. PROWARE does not become party to an agreement between You and an Authorized Solution Partner, but only provides the PROWARE Cloud as a service/infrastructure provider. PROWARE does not interfere with the contractual relationship between You and an Authorized Solution Partner in case of conflicts. You agree to solve any conflicts or issues with an Authorized Solution Partner only with such partner. Where You license/buy a product of an Authorized Solution Partner for or on behalf of Your Company, the PROWARE Cloud infrastructure will inform the respective Authorized Solution Partner of the transaction. You will receive an automatic confirmation of the transaction and information about deployment/availability of the purchased/licensed product. All invoicing/billing for any products offered by Authorized Solution Partners will be performed by such partner. You explicitly agree that PROWARE may use Your Company's master data to facilitate purchase/licensing of products offered by Authorized Solution Partners. Such data will be used in the electronic contracting process offered by the PROWARE Cloud. Licensing/purchasing of PROWARE products through the PROWARE Cloud is subject to Additional Legal Terms, which include but are not limited regulations on delivery, invoicing, billing etc. PROWARE or an PROWARE group company only becomes party to a contract with You where PROWARE sells/licenses PROWARE products itself. 

  1. Indemnity

You agree to indemnify and hold PROWARE, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your Content or Your usage of the PROWARE Cloud or Services, Your breach of this TOU or PROWAREs Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party. 

  1. Exclusion of software warranties

The PROWARE Cloud, Content, and Services are being provided to You AS IS. To the fullest extent allowable by law, PROWARE does not guarantee or warrant any features, qualities, or availability of the PROWARE Cloud, Content, or Services or give any undertaking with regard to any other quality. In particular, PROWARE does not warrant that the PROWARE Cloud is available without interruption or on a permanent basis. Statements and explanations to the PROWARE Cloud, Content or Services in promotional material or on the PROWARE Cloud and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published PROWARE description of or advertisement except to the extent PROWARE has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of PROWAREs management. PROWARE does not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on the PROWARE Cloud, or the content obtainable on such web-pages or (ii) information provided by third parties on the PROWARE Cloud. PROWARE only reviews whether the content of such web-page at the time it was linked, and information provided by third parties on the PROWARE Cloud evidently contains illegal contents or infringements against intellectual property rights. PROWARE will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. PROWARE shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by PROWAREs willful misconduct, gross negligence or PROWAREs failure to fulfill its duty to review as stipulated herein. 

  1. Limitation of liability

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, PROWARE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PROWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM:

  1. THE USE OR THE INABILITY TO USE THE PROWARE Cloud, PROWARE SOFTWARE, OR SERVICES;
  2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY PROWARE SOFTWARE, CONTENT, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE PROWARE Cloud;
  3. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
  4. STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE PROWARE Cloud; OR
  5. ANY OTHER MATTER RELATING TO THE PROWARE Cloud OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY PROWARE AND IN CASE OF PROWARES STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.
  6. Applicable law

This site is created and controlled by PROWARE in United Kingdom. Therefore, the laws of United Kingdom will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information. 

  1. Cross-border clause

For customers from all countries:
No cross-border clause applies 

  1. Merchant of Record

The respective Merchant of Record is identified during the check-out in the PROWARE Cloud and on the invoice provided to you following the purchase. For your reference, please find below a list of PROWARE Merchant of Records which you contract with based on your country. For purchases of partner products, the seller information is also provided on the Product Page in the "Details" section.

In order to contact the seller, please use the "Contact Us" button on the Product Page or create a Support Request.

United Kingdom

Globally

ProWare Solutions Limited

Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX

  1. Survival

Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or PROWAREs written request, You must cease use of Confidential Information, Discoveries, and/or Services and return or destroy all Confidential Information in Your possession or control. 

  1. Waiver and Severability

The failure of PROWARE to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.