Proggio Terms of Services
These Proggio Terms of Services (“Terms”) govern your access and use, as customer or a representative of an entity that is a customer (“Customer”) of the Service Offerings (as defined below), offered by Project Map Ltd. and its affiliates (“Proggio”). By clicking the “I agree” button (or any similar button) and/or by attempting to use or by using the Service Offerings, Customer agrees to be legally bound by these Terms. If Customer does not agree to the Terms, Customer must not use the Service Offerings. If the individual accepting these terms is accepting on behalf of a legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept this agreement and may not use the Service Offerings.
The Service Offerings may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Proggio may amend these Terms from time to time and each amendment will be in effect from the time it is first posted on the Proggio Site (as defined below).
1. Definitions.
1.1. “Confidential Information” means all information directly or indirectly disclosed by either party (“Disclosing Party”), its affiliates, business partners or their respective employees, contractors or agents to the other party (“Receiving Party“), including without limitation (a) nonpublic information relating to Disclosing Party’s or its affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that Disclosing Party is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between the parties and/or their affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to Receiving Party at the time of its disclosure by Disclosing Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by Receiving Party without reference to the Confidential Information.
1.2. “Content” means software (including machine images), data, text, audio, video, images or any other content.
1.3. “Documentation” means any technical and operations manuals and specifications for the Service Offerings, as may be amended by Proggio from time to time.
1.4. “End Customer” means any individual or entity that directly or indirectly through Customer: (i) accesses or uses Customer Content; or (ii) otherwise accesses or uses the Service Offerings under Customer’s account.
1.5. “Proggio Content” means Content Proggio makes available in connection with the Service Offerings, including but not limited to Documentation, code, guides, methodologies and related technology, and any other content.
1.6. “Proggio Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Proggio that Proggio may make available to Customer in connection with these Terms.
1.7. “Proggio Site” means Porgg.io; Proggio.com; app.proggio.com and any successor or related site designated by Proggio.
1.8. “Service Offerings” means the Proggio Content, the Proggio Marks, the Proggio Site, and any other product or services provided by Proggio under these Terms. Service Offerings do not include Third Party Content.
1.9. “Suggestions” means all suggested improvements and comments to the Service Offerings that Customer provides to Proggio.
1.10. “Third Party Content”means Content made available to Customer by any third party on the Service Offerings or in conjunction therewith.
1.11. “Customer Content” means Content Customer or any End Customer (i) post, submit, run on, or upload to the Service Offerings, (ii) cause to interface with the Service Offerings, or (iii) upload to the Service Offerings under Customer’s account or otherwise transfer, process, use or store in connection with Customer’s account.
2. Service Offerings.
2.1. Right to Access and Use. Proggio and/or its licensors (if any) own and reserve all right, title, and interest in and to the Service Offerings. During the Term Proggio grants Customer a limited, revocable, non-exclusive, non-sub-licensable, non-transferrable right to access and use the Service Offerings solely in accordance with these Terms and subject to the Customer’s compliance with the terms and conditions of these Terms. Except as explicitly provided herein, Customer does not obtain any right to the Service Offerings, including any related intellectual property rights.
2.2. Restrictions. Neither Customer nor any End Customer may use the Service Offerings in any manner or for any purpose other than as expressly permitted in these Terms. Neither Customer nor any End Customer shall, or shall attempt to: (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Service Offerings, or any part thereof; (ii) reverse engineer, disassemble, or decompile the Service Offerings, or apply any other process or procedure to derive the source code of any software included in the Service Offerings; or (iii) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas. All rights granted to Customer in these Terms are conditional on Customer’s continued compliance with these Terms, and such rights will immediately terminate if Customer does not comply with any of the terms and condition of these Terms.
2.3. Customer Account. Customer is responsible for all activities that occur under Customer’s account, regardless of whether the activities are undertaken by Customer, Customer’s employees or any third party and Proggio is not responsible for any unauthorized access to Customer’s account. Customer will contact Proggio immediately if Customer believes an unauthorized third party may be using Customer’s account or if Customer’s account information is lost or stolen.
2.4. Support to Customer. Proggio shall provide technical support, on a basis of reasonable effort, all in accordance with the terms set forth in the Proggio SLA, as may be amended from time to time.
2.5. Planned Downtime. Customer acknowledges that Proggio may occasionally bring down part or all of its system for maintenance purposes. Proggio will make commercially reasonable effort to inform Customer in advance of such planned downtime.
3. Customer Representations.
3.1. By accessing and/or using the Service Offerings, Customer represents and warrants: (i) that Customer is authorized to enter into these Terms; (ii) that Customer will fully comply with the terms and conditions of these Terms; (iii) that Customer will only let End Customers access and use the Service Offerings who have provided Customer with written confirmation to comply with these Terms. Customer must keep records of such written confirmations of End Customer and provide such records to Proggio upon its first demand. Without derogating from the generality of the foregoing, End Customer must undertake to especially be bound by the Disclaimer (Section 10 hereof) and the Limitation of Liability (Section 11 hereof); (iv) that Customer Content is fully compliant with any applicable law (including with Customer’s obligations under any applicable privacy and data protection laws and regulations, and the Digital Millennium Copyright Act, if applicable); (v) Customer acknowledges that Proggio is not in any way liable for Customer Content. It shall be clarified that Proggio is under no obligation to monitor any Customer Content; and (vi) Customer is responsible to ensure compatibility of Customer Content with the Service Offerings (e.g. with the then current APIs) and for properly configuring and using the Service Offerings and maintaining appropriate periodic backup of Customer Content.
3.2. End Customer Violations. Customer will be deemed to have taken any action of End Customer with respect to End Customer’s access and/or use of the Service Offerings. Customer is responsible for End Customers’ use of Customer Content and the Service Offerings. Customer will ensure that all End Customers comply with Customer’s obligations under these Terms and that the terms of Customer’s agreement with each End Customer are consistent with these Terms. If Customer becomes aware of any violation of Customer’s obligations under these Terms by an End Customer, Customer will immediately terminate such End Customer’s access to Customer’s Content and the Service Offerings.
3.3. End Customer Support. Customer is responsible for providing customer service (if any) to End Customers. Proggio does not provide any support or services to End Customers.
4. Payment.
4.1. Paid Accounts. The following terms shall apply to paid accounts:
4.1.1.Payment Terms. Customer shall pay Proggio the applicable fees for use of the Service Offerings, in accordance with Proggio’s payment terms, as described on the Proggio Site or in a separate price list provided by Proggio to Customer, using one of the payment methods Proggio support. All amounts payable under these Terms will be subject to any deduction or withholding required by law. Any changes to the fees will be mutually agreed upon in writing by the parties hereto.
4.1.2.Taxes. All fees payable by Customer are exclusive of applicable taxes, including VAT and applicable sales tax. Customer will provide Proggio with any information Proggio reasonably requests to determine whether Proggio is obligated to collect VAT from Customer, including Customer’s VAT identification number.
4.1.3. Cancellation. Customer shall not be entitled to any refund for any annual fees already paid.
4.1.4.Overdue Charges. In the event of Customer’s failure to pay the fees when due:
4.1.4.1. Proggio may, without limiting any of its other rights or remedies, suspend the account until full and complete payment of all outstanding fees. Suspension of the account does not affect any fees due through the remainder of the Term.
4.1.4.2. Any fees 30 days or more overdue shall bear interest at a rate of 2% per month, or if less, the maximum rate allowed by law, calculated from the due date, until fully paid.
4.1.5.Renewal. Upon renewal, per the terms of these Terms, unless otherwise agreed between the Parties in writing or in the order form, the fees shall automatically increase by 10% to reflect the additional features and functionality provided to the Service Offerings.
4.2. Free Services. The following terms shall apply to free services:
4.2.1. Access. By signing up and/or using to the free services, Customer shall have access to certain limited functionality of the Service Offerings as further detailed in the Proggio Site.
4.2.2. Changes. Proggio may change or discontinue the Service offerings, usage limits or any feature thereof offered as part of the free account at any time.
4.2.3. Usage limits. The free services can be used with up to 50 users, 50 projects and 3 accounts per company domain.
4.2.4. Quarterly Renewal. Use of the free version shall be subject to
4.2.4.1. Quarterly approval of the free services Terms or any amendment hereto.
4.2.4.2. Usage within the usage limits.
4.2.4.3. A signed renewal form should be provided to the company 14 days before the renewal date.
4.2.4.4. The company reserve the right to deactivate the free services if the renewal form is not signed, or if the usage limits are violated.
4.2.5. Usage. Proggio may monitor Customer’s usage of the free account and may suspend or terminate Customer’s use of the Service Offerings at its sole discretion should Proggio determine that Customer is abusing the free account.
4.2.6. Termination. Proggio may terminate Customer’s access to the free services at any time with or without prior notice, and Customer agrees that Proggio shall not be liable to Customer or any third party in connection with such termination.
4.2.7.NOTWITHSTANDING ANYHING TO THE CONTRARY HEREIN, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND PROGGIO SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE PROGGIO’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, PROGGIO AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO PROGGIO AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
5. Data Protection.
Proggio will not access or use any of Customer’s data and/or Customer Content in rendering access to the Service Offerings. For technical support purposes only, Proggio does have access to Customer’s data in read-only mode. Any processing of Customer’s personal information will be subject to the terms and conditions of the Data Processing Agreement entered by and between the parties and Proggio’s privacy policy, available online, as may be amended from time to time.
6. Termination.
6.1. Term of Agreement. The term of these Terms will commence on the Effective Date and will remain in effect for one (1) year, and shall renew automatically for subsequent one (1) year periods unless terminated by Customer upon written notice provided at least thirty (30) days prior to the end of the then current term (each of initial and renewal terms, and together, the “Term”), unless terminated by either party in accordance with Section 6.2 below.
6.2. Termination.
6.2.1. Termination for Convenience.
6.2.1.1. Customer may terminate these Terms for any or no reason by (i) providing Proggio prior written notice and (ii) closing Customer’s account.
6.2.1.2. Proggio may terminate these Terms for any or no reason by providing Customer 30 days’ prior notice.
6.2.1.3. Termination for Cause. Either party may terminate these Terms for cause upon 30 days’ prior notice to the other party in case of any material breach of these Terms by the other party, unless the defaulting party has cured the material breach within 30 days after being notified about such material breach.
6.2.2. Immediate Termination. Without derogating from anything herein, Proggio may terminate these Terms immediately upon notice to Customer upon the occurrence of one or more of the following (as reasonably determined by Proggio) (i) if Customer’s and/or an End Customer’s use of the Service Offerings poses a security risk to Proggio, the Service Offerings or to any third party, or might otherwise adversely impact the Service Offerings or the systems or Content of any other Proggio customer, and/or may subject Proggio, or any third party to liability; (ii) Customer have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (iii) in case Proggio’s relationship with a third party who provides software or other technology, which Proggio uses in order to provide the Service Offerings expires, is terminated or altered; (iv) if providing the Service Offerings creates a substantial economic or technical burden or material security risk for Proggio; (iv) in order to comply with applicable law and/or requests of governmental entities.
6.3. Effect of Termination. Upon any expiration or termination of these Terms (i) Customer’s rights under these Terms shall immediately terminate; (ii) to the extent applicable, Customer shall immediately make any outstanding payments owed to Proggio; and (iii) Customer will promptly return or, if instructed by Proggio, destroy all Proggio Content in Customer’s possession; and (iv) Sections 1, 6.3, 7, 8.1, 9-11 will survive any expiration or termination of these Terms.
7. Proprietary Rights.
7.1. Service Offerings. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Service Offerings shall remain in Proggio, and/or its licensors, if any. Proggio expressly reserves all rights to the foregoing, and except for the limited grant of rights expressly set forth herein, Proggio does not grant Customer any right, title, or interest in any intellectual property owned or licensed by Proggio. To the extent, if any, that ownership of the Service Offerings, or any part thereof, does not automatically vest in Proggio by virtue of these Terms, or otherwise, Customer hereby transfers and assigns to Proggio, upon the creation thereof, all rights, title and interest Customer may have in and to such Service Offerings (and waives any and all moral rights, as applicable).
7.2. Customer Content. Customer represents and warrants that: (i) Customer and/or Customer’s licensors own all right, title, and interest in and to Customer Content; (ii) Customer has all rights in Customer Content necessary to grant the rights contemplated by these Terms. Except as otherwise provided in this section, Proggio obtains no rights under these Terms from Customer or Customer’s licensors to Customer Content, including any related intellectual property rights. Notwithstanding the foregoing, Customer grants Proggio a revocable license to use Customer’s logo, trademarks, trade names, or other designations of Customer for marketing purposes only during the Term and thereafter. Customer may revoke such license at any time upon reasonable notice.
7.3. Suggestions. If Customer provides any Suggestions to Proggio, Customer hereby assigns to Proggio all right, title, and interest in and to such Suggestions. Proggio may use such Suggestions without any payment or restriction.
8. Indemnification.
8.1. By Customer. Customer will defend, indemnify, and hold harmless Proggio and its licensors, employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (i) breach of these Terms or violation of applicable law by Customer and/or any End Customer; (ii) Customer Content, including but not limited to any claim involving alleged infringement or misappropriation of third-party rights by Customer Content or by the use, development, design, production, advertising or marketing of Customer Content; or (iv) any dispute between Customer and any End Customer.
8.2. By Proggio. Proggio shall indemnify Customer against all liabilities, costs, expenses, damages and losses (including any direct, damages suffered or incurred by Customer arising out of or in connection with any claim made against Customer for actual infringement of a third party’s intellectual property rights arising out of or in connection with use of the Service Offerings. Proggio shall have no obligations or liability hereunder to the extent that the alleged infringement is based on the Customer Content. Without derogating from the foregoing defense and indemnification obligation, if Proggio believes that the Service Offerings, may infringe, then Proggio may in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Service Offerings; (ii) replace or modify the allegedly infringing part of the Service Offerings so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the foregoing clauses (i) and (ii) are not reasonably commercially feasible, terminate these Terms immediately, and in such event Customer shall receive a prorated refund of any payments already made. This section states Proggio’s entire liability and Customer’s exclusive remedy for any claims of infringement.
8.3. Indemnification Conditions. The above defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnified party shall promptly give written notice to the indemnifying party with respect to any claims which may require an indemnification under these Terms; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim (however no compromise or settlement of any claim imposing financial liability upon the indemnified party may be effected without the prior written consent of indemnified party); and (iii) the indemnified party providing cooperation and assistance, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of or response to such claim.
9. Disclaimer.
CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE SERVICE OFFERINGS AND/OR ANY THIRD PARTY CONTENT ARE AT CUSTOMER’S OWN RISK. THE SERVICE OFFERINGS AND/OR ANY THIRD PARTY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROGGIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, PROGGIO MAKES NO WARRANTY THAT (i) THE SERVICE OFFERINGS AND/OR ANY THIRD PARTY CONTENT WILL MEET CUSTOMER’S EXPECTATIONS; AND (ii) THE SERVICE OFFERINGS AND/OR ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ANY SERVICE OFFERING AND/OR ANY THIRD PARTY CONTENT IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE THAT RESULTS FROM THE SERVICE OFFERINGS AND/OR ANY THIRD PARTY CONTENT.
10. Limitations of Liability.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE FOREGOING, EITHER PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNT PROGGIO ACTUALLY RECEIVED BY CUSTOMER UNDER THESE TERMS FOR THE SERVICE OFFERINGS THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
11. Miscellaneous.
11.1. Entire Agreement. These Terms constitutes the entire agreement between the parties regarding the subject matter of these Terms and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or oral, regarding the subject matter of these Terms. If the terms of these Terms are in conflict with the terms contained in any other document, the terms of these Terms will prevail. In case these Terms is translated, this English version of these Terms will prevail over any translation.
11.2. Confidentiality. The Receiving Party will not disclose Confidential Information of the Disclosing Party during the Term or at any time during five (5) years following the end of the Term.
11.3. Publicity. Neither party will issue any press release or make any other public communication with respect to these Terms or the use of the Service Offerings without the other party’s consent. Neither party will misrepresent and/or express or imply that Proggio supports, sponsors, endorses, or contributes to Customer or Customer’s business endeavors.
11.4. Force Majeure. Neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, systemic electrical, telecommunications, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, or pandemic outbreaks.
11.5. Relationship of the Parties. The parties are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other party or has the authority to represent and/or bind the other party. These Terms does not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.
11.6. Notice. Any notice or communication required or permitted to be given by either party hereunder, (a) if delivered by hand, shall be deemed to have been received on the date of delivery; (b) if sent by first class mail, shall be deemed to have been received on the third business day following the date of mailing; and (c) if sent by electronic mail or facsimile, be deemed to have been received on the date the sender transmitted the notice or other communication. All communications and notices to be made or given pursuant to these Terms must be in the English language.
11.7. Assignment. Neither party shall assign these Terms, or delegate or sublicense any of its rights under these Terms, without the other party’s prior written consent, except that either party may assign these Terms as a whole to a successor to all or substantially all of its assets or business related to these Terms, without such consent.
11.8. Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
11.9. Governing Law; Venue. These Terms shall be construed under the laws of the State of Israel, and any dispute or claim with respect thereto shall be submitted to the exclusive jurisdiction of the competent courts in Tel-Aviv, Israel. The United Nations Convention for the International Sale of Goods does not apply to these Terms.
