PushPro Terms and Conditions of Use
(“PushPro, We, or Us”) and the Publisher (as defined in Section 2 herein) hereby agree to the terms and conditions set forth in these Terms of Service (the “Terms of Service”). These Terms of Service confirm and clarify respective rights and obligations between PushPro and the Publisher in connection with Publisher’s access to and use of the PushPro Platform and the Services.
The following terms have the meanings ascribed to them below. All references to Section or Subsection numbers refer to Sections or Subsections in these Terms of Service, unless expressly stated otherwise.
- “Account” means an account created for Publisher by completing the registration process on the Site.
- “PushPro Platform” means the PushPro proprietary marketing platform, which facilitates online and application marketing, personalisation, and sharing Publisher Content on the web through use of PushPro dashboard that allows participating websites to offer personalised push notifications for their end users.
- “PushPro Technology” means software, code, proprietary methods and systems used to provide the Site or Services. PushPro Technology includes the PushPro Platform, Site and Downloadable Code.
- “Downloadable Code” means the code provided on the Site that enables the installation of the PushPro Technology on the Publisher Site(s).
- “End User” means an individual who is accessing a Publisher Site.
- “Personnel” means, collectively or individually, as the context requires, those employees, agents, contractors and consultants of a party and those of its consultants, subcontractors, representatives, agents, or subcontractors.
- "PI" means information defined as personally identifiable or personal information or data by the applicable Rules of the jurisdiction Publisher Data is collected.
- “Publisher Content” means the content on the Publisher Site.
- “Publisher Data” means the data collected from the Publisher Site(s) (i) upon download of the PushPro Codes by the Publisher and (ii) regarding End User’s visit to and activity on the Publisher Site(s).
- “Publisher Site” means a website, URL, web page and software application, owned or operated by Publisher on which the Services are enabled or used.
- “Rules” means all applicable data protection, electronic communications and privacy laws, rules, regulations, regulatory guidelines, as well as any applicable self-regulatory guidelines.
- “Services” means the technology, services, and applications provided by PushPro including, without limitation, reports or other customized services that are related to the Publisher Site(s).
- “Site” means https://www.pushpro.io/
- "Confidential Information" means any information that is treated as confidential by either party, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing.
- Publisher is the owner or operator of the Publisher Site(s) (“Publisher”) and desires to use the PushPro Platform to create and personalize the Publisher web push notifications, recommendations and messaging on Publisher Site(s), and to allow End Users to, among other things, subscribe, view, click, recommended and interact with Publisher Content using PushPro services. The PushPro Platform is designed to maximize distribution of Publisher Content, drive traffic back to the Publisher Site(s), boost conversion on the Publisher Site(s) (such as signups and purchases), and provide Publisher with insight into End Users’ engagement, conversion and other activities on Publisher Site(s).
3. Publisher Account
- In order to access the PushPro Platform and as part of the Services, reports or other customized services that are related to the Publisher Site(s), Publisher must create an Account on the Site.
- Publisher agrees to provide only true, current, accurate, and complete registration information, and keep that information true, accurate, and up-to-date.
- Publisher must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Services, including the Rules and those related to data privacy, international communications and the transmission of technical or personal data. Publisher may not use its Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
- Publisher is required to choose a password and a user name, or use one of the social login options. Access to and use of password protected or secure areas of the Site are restricted to authorized Personnel only. Publisher agrees not to share password(s), account information, or access to the Site with any person other than authorized Personnel of Publisher. Publisher may not authorize any third party to use its Account. Publisher is responsible for maintaining the confidentiality of password(s) and Account information, and is responsible for all activities that occur through the use of its password(s) or Account(s) or as a result of Publisher’s access to the Site. Publisher agrees to notify PushPro immediately of any use of its password(s) or Account(s) that it did not authorize, by sending an email to email@example.com (Subject: URGENT security).
- Fees. Publisher will pay all applicable fees when due in accordance with any plan, invoice or other applicable terms, including billing and payment frequency, associated with the level and type of Services selected by Publisher upon Account creation.
- Refunds. Certain refund requests for Subscriptions may be considered by PushPro on a case-by-case basis and granted in sole discretion of PushPro.
4. Payments, Billing and Invoicing
- PushPro charges Publisher via subscription plans. PushPro offers a free plan and multiple paid plans. At the moment of account registration, Publisher selects a plan. During anytime after registration, Publisher is able to up- or downgrade to another plan, whether free or paid.
- PushPro accepts Visa, Mastercard, and American Express credit cards as the only valid source for payment.
- If Publisher selects the free plan, no payment information will be collected by PushPro or its payment service provider (“PSP”). Publisher will not receive any invoices.
- If Publisher selects one of the paid plans, payment information will be collected client-side and immediately transmitted to the PSP. Payment information of Publisher will in no case be processed, stored or otherwise made available to PushPro servers.
- Publisher can choose to pay on a monthly or yearly basis. Recurring charges will be made accordingly. Publisher will receive payment receipts via email.
- All listed prices are including any applicable taxes. PushPro does not verify whether Publisher is a business, thus any tax responsibility is entirely up to Publisher.
- PushPro charges a VAT rate of 21% to all EU-based Publishers. No tax is collected for Publishers outside of the EU.
- If Publisher upgrades to a more expensive plan during a billing cycle, the invoice amount for the running month will be prorated accordingly. If Publisher downgrades to a less expensive plan during a billing cycle, the new plan will be activated when the current billing cycle ends. Publisher will not receive any refund for the current billing cycle.
5. Publisher Content
- Publisher is responsible for the Publisher Content on the Publisher Site(s) and agrees that it will only upload, publish, transmit, display or otherwise make available on the Publisher Site(s) or through the Services ("Subscribe"), content that it has the right and authority to create push notifications and for which Publisher has all rights and authority to grant to PushPro all of the licenses and rights set forth herein.
- PushPro does not endorse any Publisher Content or any opinion, recommendation, or advice expressed in any Publisher Content, and PushPro expressly disclaims any and all liability in connection with any Publisher Content.
- Termination by PushPro. Publisher acknowledges and agrees that PushPro, in its sole discretion, may terminate Publisher’s use of the Site and/or the Services without prior notice if you fail to comply with these terms and conditions of use, or if you use the Platform in a way that causes legal liability to PushPro or disrupts others’ use of the Platform. Publisher agrees that PushPro shall not be liable to Publisher or any third party for termination by PushPro.
- Termination by Publisher. If you terminate a subscription during a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle, unless a refund is required by law.
- Effect of Termination. Upon any termination of this Terms of Service, Publisher shall immediately discontinue all access to and use of the Services and remove all PushPro, Downloadable Code and other PushPro Technology from the Publisher Site(s). PushPro, in its discretion, may close Publisher’s Account.
- Survival. Those Sections that by their nature would reasonably be expected to survive will survive termination or expiration of this Terms of Service, including Ownership and PushPro Licenses, PushPro Trademarks, Data Collection, Rights and Publisher Policies, Confidential Information, Limitations of Liability and Publisher Content, Indemnification, Miscellaneous and this Section. Any provisions regarding ownership and any licenses that by their terms survive termination, will survive the expiration or termination of the Terms of Service for any reason.
7. General Rules of Conduct
- Publisher agrees not to, nor allow anyone accessing Publisher’s Account or the Site or Services, to:
- Conduct or promote any illegal activities while using the Site or Services;
- Upload, distribute, push, transmit or otherwise make available, including through the PushPro Platform or Services, any Publisher Content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, obscene, libelous, invasive of another's privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
- Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the PushPro Technology (including the tools, methods, processes, and infrastructure) or other code or software that enables or underlies the Site or Services;
- Modify, change or alter in any way, the proprietary Publisher Content of a third party using the PushPro Technology or Services;
- Promote or advertise any item, good or service that (i) violates any applicable federal, state, or local law or regulation, including, the Rules, (ii) violates the terms of service of any website upon which the Publisher Content is viewed or (iii) PushPro determines, in its sole discretion, is inappropriate to be promoted through the Site or the Services;
- Impersonate any person or entity, or otherwise misrepresent Publisher’s affiliation with a person or entity; or
- Mirror or frame the Site or any portion of the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
8. Ownership and PushPro Licenses
- Publisher understands and acknowledges that the PushPro Technology is: (i) copyrighted by PushPro or its licensors under international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by PushPro or its licensors. Subject to the terms of this Terms of Service, PushPro hereby grants to Publisher a limited, non-exclusive, worldwide license to use and reproduce the Downloadable Code and to display the PushPro Tools as manifested by the Downloadable Code, with the understanding that this right and license is only granted to Publisher and may not be sublicensed or transferred to any other party. Except if specifically allowed by PushPro, PushPro Technology may not be modified, reproduced, republished, posted, displayed, performed, transmitted, sold, offered for sale, or redistributed in any way without PushPro’s prior written permission and the prior written permission of its applicable licensors.
- In the event that Publisher provides PushPro with any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site, PushPro Technology or the Services, (collectively "Feedback"), Publisher agrees that PushPro may use the Feedback to modify the PushPro products, technology and services and that Publisher will not be due any compensation, including any royalty related to the product, technology or service that incorporates the Feedback. Publisher grants to PushPro a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
10. Data Collection, Rights and Publisher Privacy Policies
11. Modifications to the Site or Services
- PushPro reserves the right to modify or discontinue the Site or the Services with notice to Publisher. PushPro will not be liable to Publisher or any third party if PushPro should exercise its right to modify or discontinue the Site and/or the Services. If Publisher objects to any such changes, Publishers sole recourse will be to cease to access to the Site or the Services. Publisher’s continued use of the Site or the Services following changes to the Site or the Services represents Publisher’s acceptance of those changes.
12. Confidential Information
- The parties acknowledge and agree that each may have access to, or become acquainted with, Confidential Information of the other party (“Confidential Information”). Confidential Information shall be limited to the terms under this Terms of Service, Services, Data Products, Downloadable Code and PushPro Technology, and all information clearly identified as confidential at the time of disclosure. The parties further agree that, subject to the rights and licenses granted herein, each party’s Confidential Information shall include such party’s intellectual property and all non-public information, including any customer, customer prospect, marketing, marketing and/or strategic plans or information provided by such party to the other party in the performance of the services under this Terms of Service.
- Each party agrees as follows: (i) to use the Confidential Information of the other party only for the purposes described herein; (ii) that the party receiving Confidential Information from the other party will not reproduce such Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required for performance of a party’s obligations under this Terms of Service, neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its Personnel, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Terms of Service; and (v) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of this Terms of Service or upon the disclosing party’s written request. The receiving party shall, upon disclosing party’s request, certify that all Confidential Information has either been returned to the disclosing party or destroyed subject to applicable local, state, national and foreign laws, treaties and regulations.
13. Publisher Logos
- Publisher grants to PushPro a non-exclusive license worldwide to use Publisher’s name and logo (including references to Publisher in PushPro’s sales presentations) for promotion of the PushPro Platform and the Services including Publisher’s use thereof, subject to Publisher’s trademark and usage guidelines (if any).
- The site and services as well as all software, materials, and technology used to provide any of the foregoing, are provided on an "as is" and "as available" basis without any warranty of any kind. to the maximum extent permitted by law, PushPro, its officers, directors, agents, and employees expressly disclaim all representations and warranties, whether express or implied, oral or written, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, quiet enjoyment, un-interruption, and/or system integration. PushPro, its officers, directors, agents, and employees make no warranties about the accuracy, reliability, completeness, quality, or timeliness of the site or services, or that problems with the foregoing will be corrected, or that the site or services are free of viruses and other harmful components, or that they will be uninterrupted or error free.
15. Limitations of Liability
- Neither party will be liable to the other party for any indirect, incidental, special and consequential damages or like damages, including, lost profits, goodwill, lost opportunities and intangible losses, arising in connection with pushpro.com, the services or this terms of service. These limitations of liability apply regardless of the nature of any claim, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not pushpro is advised of the possibility of such damages. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this terms of service have been breached or have proven ineffective. The cumulative liability of PushPro to Publisher for all claims arising from or relating to this terms of service, including, without limitation, any cause of action sounding in contract, tort, or strict liability, will not exceed the greater of (a) the total amount of all fees paid to PushPro by Publisher under this terms of service during the six (6) month period prior to the act, omission or event giving rise to such liability.
16. Force Majeure
- Without limiting the foregoing, under no circumstances will either party (including PushPro’s licensors) be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or other similar causes beyond such party’s control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this terms of service if such condition continues for a period of ninety (90) days.
- Indemnification by Publisher. Publisher will defend at its own expense, from any claim, suit or action against PushPro brought by a third party (each, a “Claim” and collectively, the “Claims”) to the extent that such Claim is based on: (i) any Publisher Indemnity Responsibilities; (ii) Publisher’s use of the Site, the PushPro Technology or the Services not in conformance with this Terms of Service, including without limitation any use or modification of the Downloadable Code, (ii) Publisher’s violation of this Terms of Service, (iv) Publisher’s violation of any Rules or rights of any other person or entity, or (v) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by Publisher into the Site, the PushPro Technology or the Services.
- Procedures. A party seeking indemnification (the “Indemnified Party”) shall promptly provide written notice of the Claim to the party responsible for indemnification (the “Indemnifying Party”). Failure to timely provide such notice shall not diminish the Indemnifying Party’s indemnification obligation except to the extent the Indemnifying Party’s ability to defend an applicable Claim is materially prejudiced by such failure or delay. The Indemnified Party shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall have (i) sole control of the defense and settlement of any Claim and (ii) no obligation to indemnify the Indemnified Party under any settlement made without the Indemnifying Party’s written consent. Notwithstanding the foregoing, the Indemnifying Party may not settle any Claim against the Indemnified Party unless such settlement completely and forever releases the Indemnified Party with respect thereto or unless the Indemnified Party provides its prior written consent to such settlement. In any Claim or action for which the Indemnifying Party provides defense on behalf of the Indemnified Party, the Indemnified Party may participate in such defense at its own expense by counsel of its choice.
- Infringement Claims. Upon the occurrence of a Claim for which indemnity is or may be due, or in the event that PushPro believes that such a Claim is likely, PushPro may, at its option (i) appropriately modify the Services so that they become non-infringing, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this Terms of Service on written notice to Publisher. Publisher agrees that PushPro’s performance of its obligations under this Section constitute Publisher’s exclusive remedy, and PushPro’s sole obligation, with respect to a third party infringement claim.
- Applicable Law. These terms will be governed by Dutch law.
- Assignment. Publisher may not assign or delegate its rights or obligations under these Terms of Service, in whole or in part, whether by operation of law or otherwise, without the prior written consent of PushPro (not to be unreasonably withheld or delayed). PushPro shall have the right to assign this Terms of Service to an affiliate or any successor to its business or assets to which this Terms of Service relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.
- Amendment; Waiver. PushPro may change the terms of this Terms of Service from time to time on a going-forward basis. PushPro will notify Publisher of any such material changes by posting a notice of the changes on the Site, and/or, in PushPro’s sole discretion, by email. Any such modifications become effective upon the earlier to occur of (i) Publisher’s acknowledgement of such modifications; or (ii) Publisher’s continued access to and/or use of the Site or the Services after PushPro posts notice of such modifications. It is Publisher’s sole responsibility to check the Site from time to time to view any such changes to the terms in this Terms of Service. If Publisher does not agree to any changes, if and when such changes may be made to this Terms of Service, Publisher must cease access to the Site and use of the Services. No waiver under this Terms of Service shall be valid or binding against PushPro unless set forth in writing and duly executed by PushPro. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of PushPro in any other respect or at any other time. Any delay or forbearance by PushPro in exercising any right hereunder shall not be deemed a waiver of that right.
- Links to other Websites. Our Service may contain links to third-party web sites or services that are not owned or controlled by PushPro. PushPro has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that PushPro shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.