This is an agreement between you or the entity that you represent (hereinafter “you” or “your”) and ProAdvisor Professionals and its affiliates (hereinafter “ProAdvisor Professionals”) governing your use of ProAdvisor Professionals suite of online business productivity and collaboration software.
PARTS OF THE AGREEMENT
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individuals Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms and collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
DESCRIPTION OF SERVICE
ProAdvisor Professionals under its website www.proadvisorprofessionals.com provides business productivity website features and other products and services to you when you visit www.proadvisorprofessionals.com (the “Website”), use ProAdvisor Professionals products, or services, use ProAdvisor Professionals applications for mobile, or use software provided by ProAdvisor Professionals in connection with any of the foregoing (collectively “Service” or “Services”). “Affiliate” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.
You may use the Services for your business use or for internal business purpose in the organization that you represent.
TERMS OF USE
Please read these Terms carefully before using ProAdvisor Professionals.
You can accept the Terms explicitly by checking a checkbox or clicking on a button indicating your acceptance of the terms or by using the Services.
If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service.
You must be of legal age to enter into a binding agreement in order to accept the Terms.
SUBSCRIPTION TO BETA SERVICE
We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that ProAdvisor Professionals have the sole authority and discretion to determine the period for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that ProAdvisor Professionals will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
AMENDMENTS TO THE TERMS OF USE & SERVICE
We reserve the right to make changes to our Website, policies, and terms and conditions, including these Terms of Use & Service at any time. You will be subject to the terms and conditions, policies, and Conditions of Sale in force at the time that you order products from us, unless any change to those terms and conditions, policies or these Conditions of Sale is required to be made by law or government authority (in which case it may apply to orders previously placed by you). Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms. You may terminate your use of the Services by providing ProAdvisor Professionals notice by email within 30 days of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees.
USER SIGN UP OBLIGATIONS
You need to sign up for a user account by providing all required information to access or use the Services. You need to represent an organization and wish to use the Services for corporate internal use. We recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current, and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if ProAdvisor Professionals has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, ProAdvisor Professionals may terminate your user account and refuse current or future use of any or all the Services.
ORGANIZATION ACCOUNTS AND ADMINISTRATORS
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that ProAdvisor Professionals is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by contacting us on any of the channels listed in Contact us page, provided that the process is acceptable to ProAdvisor Professionals. In the absence of any specified administrator account recovery process, ProAdvisor Professionals may provide control of an administrator account to an individual providing proof satisfactory to ProAdvisor Professionals demonstrating authorization to act on behalf of the organization. You agree not to hold ProAdvisor Professionals liable for the consequences of any action taken by ProAdvisor Professionals in good faith in this regard.
PERSONAL INFORMATION AND PRIVACY
Personal information you provide to ProAdvisor Professionals through the Service is governed by ProAdvisor Professionals Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the ProAdvisor Professionals Privacy Policy. You are responsible for maintaining confidentiality of your username, password, and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by contacting us on any of the channels listed on Contact us page. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
ELECTRONIC COMMUNICATIONS
When you use any ProAdvisor Professionals or send e-mails to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by e-mail, text, in-app push notices or by posting e-mail messages or communications on the Website or through the other ProAdvisor Professionals Services, such as our Message Centre. For contractual purposes, you agree that all agreements, notices, disclosures, and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.
RECOMMENDATIONS AND PERSONALIZATION
As part of the ProAdvisor Professionals, we will recommend features, products, and services that might be of interest to you, identify your preferences, and personalize your experience.
The Service may also include certain communications from ProAdvisor Professionals , such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving other service messages.
FEES AND PAYMENTS
The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized ProAdvisor Professionals to charge the subscription fee to the Credit Card last used by you.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
You consent to receive sales invoices electronically. Electronic invoices will be made available in pdf format in the web site. We will inform you in our Confirmation E-mail if an electronic invoice is available. For further information about electronic invoices and instructions on how to receive a paper copy please refer to our help pages.
RESTRICTIONS ON USE
Use of the ProAdvisor Professionals: You may use ProAdvisor Professionals solely for purposes of enabling you to use and enjoy the ProAdvisor Professionals as provided by ProAdvisor Professionals, and as permitted by the Conditions of Use, these Software Terms, and any Service Terms. You may not incorporate any portion of the ProAdvisor Professionals into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the ProAdvisor Professionals or otherwise assign any rights to the ProAdvisor Professionals in whole or in part. You may not use the ProAdvisor Professionals for any illegal purpose. We may cease providing any ProAdvisor Professionals and we may terminate your right to use any ProAdvisor Professionals at any time. Your rights to use the ProAdvisor Professionals will automatically terminate without notice from us if you fail to comply with any of these Software Terms, the Conditions of Use or any other Service Terms. Additional third-party terms contained within or distributed with certain ProAdvisor Professionals that are specifically identified in related documentation may apply to that ProAdvisor Professionals (or software incorporated with the ProAdvisor Professionals and will govern the use of such software in the event of a conflict with these Conditions of Use. All software used in any ProAdvisor Professionals is the property of ProAdvisor Professionals or its software suppliers and protected by local and international copyright laws.
Use of Third-Party Services: When you use the ProAdvisor Professionals, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.
No Reverse Engineering: Unless explicitly permitted under applicable mandatory law, you may not, and you will not encourage, assist, or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the ProAdvisor Professionals, whether in whole or in part, or create any derivative works from or of the ProAdvisor Professionals.
Updates: In order to keep the ProAdvisor Professionals up to date, we may offer automatic or manual updates at any time and without notice to you.
SPAMMING AND ILLEGAL ACTIVITIES
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libellous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of ‘junk mail’, ‘spam’, ‘chain letters’, ‘phishing’ or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
DATA OWNERSHIP
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant ProAdvisor Professionals the license to use, reproduce, adapt, modify, publish, or distribute the content created by you or stored in your user account for ProAdvisor Professionals commercial, marketing or any similar purpose. But you grant ProAdvisor Professionals permission to access, copy, distribute, store, transmit, reformat, publicly display, and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
USER GENERATED CONTENT
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorisation or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that ProAdvisor Professionals will have the right to block access to or remove such content made available by you if ProAdvisor Professionals receives complaints concerning any illegality or infringement of third-party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by ProAdvisor Professionals for this purpose.
TRADEMARK
ProAdvisor Professionals logo and the name are trademarks of ProAdvisor Professionals. You agree not to display or use, in any manner, the ProAdvisor Professionals trademarks, without ProAdvisor Professionals prior permission.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that the use of the services is at your sole risk. The services are provided on an as-is-and-as-available basis. ProAdvisor Professionals expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. ProAdvisor Professionals makes no warranty that the services will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device, or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from ProAdvisor Professionals, its employees or representatives shall create any warranty not expressly stated in the terms.
LIMITATION OF LIABILITY
You agree that ProAdvisor Professionals shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if ProAdvisor Professionals has been advised of the possibility of such damage. In no event shall ProAdvisor Professionals entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service.
APPLICABLE LAW
These conditions are governed by and construed in accordance with the laws of the United State of America (USA). If any dispute, claim, difference or controversy arising out of, relating to or having any connection with these conditions, including as it may relate in any way to your use of any ProAdvisor Professionals, or to any products or services sold or distributed by ProAdvisor Professionals or through ProAdvisor Professionals.com, or the existence, validity, interpretation, performance, breach or termination and/or any dispute relating to any non-contractual obligations arising out of or in connection with them (for the purpose of this section, a “Dispute”) qualifies for determination through the courts of USA, then the court shall have exclusive jurisdiction to settle any such Dispute as appropriate.
PRICING
All prices are inclusive of legally applicable VAT.
SUSPENSION AND TERMINATION
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to info@ProAdvisorProfessionals.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if ProAdvisor Professionals breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
OTHER BUSINESS
Parties other than ProAdvisor Professionals operate stores, provide services, or sell product lines using this Website. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. ProAdvisor Professionals does not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. When a third party is involved in your transactions, we may share your information related to those transactions with that third party. You should carefully review their privacy statements and other conditions of use.
ProAdvisor Professionals Role
ProAdvisor Professionals allows third party sellers to list and sell their services at ProAdvisor Professionals.com. In each such case this is indicated on the respective service detail page. While ProAdvisor Professionals helps facilitate transactions that are carried out on the ProAdvisor Professionals.com website, ProAdvisor Professionals is neither the buyer nor the seller of the seller’s items. ProAdvisor Professionals provides a venue for sellers and buyers to negotiate and complete the service transactions. Accordingly, the contract formed at the completion of a sale for these third-party products is solely between buyer and seller. ProAdvisor Professionals is not a party to this contract nor assumes any responsibility arising out of or in connection with it nor is it the seller’s agent. The seller is responsible for the sale of the products and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and seller.