Subscription Terms & Conditions
These Subscription Terms & Conditions (hereinafter "T&C") regulate the subscription and use of the Software as a Service (hereinafter referred to as "Application" or "SaaS") owned by proGrow.
BY USING SAAS THE USER EXPRESSLY AND FULLY ACCEPTS THESE T&C.
1. Definitions
Parties - proGrow and the User are jointly designated..
proGrow - PROGROW, S.A.
GDPR - Regulation (EU) 679/2016, of April 27, General Data Protection Regulation.
SaaS - Software as a Service, specifically the proGrow software.
Subscription - The provision of SaaS, with a fixed term and subject to these T&Cs.
User - The legal person subscribing to the SaaS.
2. SaaS. CONCESSION
Subject to these T&C, and only during the established term, proGrow grants the User a non-exclusive, non-sub-licensable, and non-transferable license to use and access the SaaS.
This license to use is granted exclusively in accordance with the current T&C, without any grant of guarantee, and may be cancelled by proGrow at any time in the event of a breach of these T&C, without prior notice or compensation. Cancellation of the license may mean deactivation of access or blocking of access credentials, without prejudice to proGrow taking other measures.
3. RESTRICTIONS
Under no circumstances may the User, its employees or service providers use or install any SaaS components or executables:
In violation of applicable laws, rules or regulations;
For any purpose other than the SaaS assumptions and/or these T&C;;
n order to (i) copy all or part of the SaaS executables; (ii) alter, translate or create any derivative works based on any SaaS component; (iii) reverse engineer, disassemble, decompile or otherwise derive the source code or any part thereof; (iv) make the SaaS available to any unauthorized third party; (v) distribute, disclose, market, rent, sublicense, pledge or otherwise disclose benchmark test results or other comparisons with any other software or product, services or materials; (vi) allow any third party products to be used or connected with any infrastructure management, servicebureau or time-sharing, or any other means used to process data or other information on behalf of a third party.
3.2. These T&Cs cover the User, subject to the maximum number of authorized users established in the SaaS subscription. The User is responsible for compliance with the number of authorized users.
3.3. The User is responsible for all content inserted into or extracted from the SaaS in connection with its use.
3.4. The SaaS is provided "as is" and its use is at the User's own risk.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The SaaS and its development code are the exclusive property of proGrow and are not transferred in any way to the User through the SaaS subscription.
4.2. Nothing in these T&Cs shall serve to interpret that the subscription paid by the User is intended to renumber the transfer of any intellectual property right from proGrow to the User.
5. PRIVACY
5.1. Personal data will be processed in accordance with proGrow's Privacy Policy and Cookies Policy, acceptance of which is an essential and necessary condition for a SaaS subscription.
5.2. proGrow is not responsible for the communication of passwords, confidential codes, or any sensitive information to third parties outside proGrow. It is also advisable to read the T&C of Use of the Website.
5.3. It is the sole responsibility of the User to define the lawfulness grounds and to provide information to the holders of personal data regarding the use of SaaS, under the terms and in accordance with the GDPR.
6. ORDERS AND PAYMENT
Services. All services subscribed to by the User shall be governed exclusively by these T&Cs.
Invoicing and payment. Unless otherwise agreed between the Parties, proGrow shall invoice the User for the full amount of the SaaS at the time of subscription. It is the User's sole responsibility to pay the invoice(s) within 30 (thirty) days of receiving the invoice(s). Unless otherwise agreed, amounts paid for SaaS are non-refundable.
Taxes. proGrow will charge the User the taxes applicable to the SaaS subscription. It is the User's sole responsibility to pay all taxes and fees applicable to the subscription and/or any agreed services provided by proGrow.
7. GUARANTEES
The User declares and guarantees that:
It has not, to the best of its knowledge, been declared insolvent or is in the process of recovery or revitalization, nor has it made a general assignment of assets for the benefit of its creditors, nor has it been appointed liquidator or receiver in respect of a substantial part of its assets;
You have the necessary capacity and legitimacy to subscribe to SaaS;
You are and will be in possession of all the necessary authorizations, and consents required by law from any persons who will have access to and use the SaaS, having fully complied with your duties of information, namely with regard to the risks inherent in the traffic of information and personal data on social networks and/or in web environments.
You will not infringe any intellectual property rights of proGrow.
It will not infringe any applicable provision relating to the applicable legislation on the protection of personal data, in particular, but not limited to, the GDPR. Likewise, the User, as data controller, guarantees that he/she will comply with the duties to provide information to the holders of personal data and that the processing of personal data will comply with the lawful grounds for the processing.
7.2. SAAS AND ALL ITS CONTENTS ARE MADE AVAILABLE ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW PROGROW DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING - WITHOUT LIMITATION - ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, CORRECTNESS, COMPLETENESS, RELIABILITY, QUANTITY, QUALITY, AVAILABILITY, PERFORMANCE AND/OR UNINTERRUPTED OR ERROR-FREE ACCESS OR USABILITY OF THE APPLICATION.
7.3. WHENEVER THE LAW DETERMINES THAT THE EXCLUSION OF LIABILITY IS UNLAWFUL OR IMPOSES LIMITS OTHER THAN THOSE PROVIDED FOR HEREIN ON PROGROW'S LIABILITY FOR ACCESS TO OR USE OF THE APPLICATION, THESE TERMS SHALL BE REDUCED, REVISED AND INTERPRETED ACCORDINGLY, AND SHALL REMAIN IN FORCE TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE.
7.4. The User agrees to defend, indemnify and hold proGrow harmless from any and all liability associated with or related to any claims, proceedings, complaints or claims for damages directed at proGrow, namely on the basis of:
the User's failure to comply with these T&C;
access to or use of the SaaS.
8. RESPONSABILITY
8.1. The User expressly accepts that the use of SaaS and its content is at their sole discretion, at their own risk.
8.2. proGrow does not warrant that the SaaS will be error-free, uninterruptedly available, permanently accessible, and/or fully operational at all times, nor that a particular functionality, level of performance, or availability is guaranteed. Likewise, proGrow does not warrant that the SaaS, the servers, the e-mail, or any notifications sent to/from proGrow are free of any and all viruses or software components that are malicious or harmful to the User's equipment, systems, or network, or their integral parts.
8.3. proGrow is not liable, directly or indirectly, for any damages that may result from access to and use of the SaaS.
9. DISPOSIÇÕES GERAIS
9.1.Suspension. In the event of a breach of these T&Cs, proGrow reserves the right to suspend access to SaaS at any time and to take any and all legally prescribed action.
9.2. Update. proGrow reserves the right, whenever it deems it necessary, to amend or update the T&Cs. We therefore advise the User to consult these T&Cs periodically.
9.3.Invalidity. The invalidity or nullity of a provision of these T&Cs shall not compromise the validity and effectiveness of the remaining provisions.
9.4. Non-Exclusive Service. The User acknowledges that the SaaS is provided on a non-exclusive basis. Nothing in these T&Cs shall be construed as preventing or restricting proGrow from providing the SaaS or other technology, including any features or functionalities developed for the User, to other parties.
9.5. Independence. proGrow and the User are independent Parties and nothing in these SaaS T&Cs shall serve to interpret that the Parties have any other contractual relationship.
9.6. Assignment of the contractual position. The User may not assign the SaaS subscription without the prior consent of proGrow.
10. APPLICABLE LEGISLATION
10.1. These T&C have been drawn up and will be interpreted in accordance with Portuguese law.
11. DISPUTE RESOLUTION. FORUM
11.1. Any disputes arising out of or in connection with these T&Cs shall be exclusively submitted to the civil courts of the district of Porto, with express waiver of any other.