1. Your Account and Responsibilities

1.1. Account Creation

To use our Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated.

1.2. Account Security

You are responsible for safeguarding your account password and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

2. Client Obligations and Content

2.1. Your Content and Permissions

You retain all ownership rights to the data, text, images, logos, and other materials you upload to the Services (“Client Content”). By uploading Client Content, you grant ProQure a worldwide, non-exclusive, royalty-free license to use, host, display, reproduce, and distribute your Client Content solely for the purpose of operating and providing the Services to you and your end-users.

2.2. Responsibility for Content

You represent and warrant that you have all necessary rights, licenses, and permissions for your Client Content and that your content does not infringe on the intellectual property rights, privacy rights, or any other legal rights of any third party. You are solely responsible for the accuracy, legality, and appropriateness of all Client Content.

2.3. Legal Compliance and Data Collection

You are solely responsible for ensuring that your use of the Services—including any data collected from your end-users via forms, surveys, or other interactive components—complies with all applicable laws, regulations, and industry standards, including data privacy and protection laws (such as GDPR, CCPA, and the Australian Privacy Act). You represent and warrant that you will obtain all necessary consents and provide all required notices to your end-users before collecting their information through our Services.

3. Acceptable Use and Prohibited Actions

You agree not to use the Services to:
a) Upload, post, or transmit any content that is unlawful, defamatory, hateful, fraudulent, or obscene;
b) Infringe on the intellectual property rights of any party, including copyrights, trademarks, and patents;
c) Send spam, unsolicited promotions, or any other form of unauthorized advertising;
d) Knowingly upload or distribute viruses, malware, or any other malicious code;
e) Attempt to reverse-engineer, decompile, disassemble, or otherwise access the source code of our platform or its underlying technology;
f) Engage in any activity that disrupts or interferes with the performance of the Services.

4. Fees, Payments, and Plans

4.1. Plans

We offer various service plans, including a free, limited plan and paid subscription plans ("Subscription Plans"). Your access to features will depend on the plan you select.

4.2. Subscription Fees

For Subscription Plans, you agree to pay all applicable fees as described on our pricing page or in your custom enterprise agreement. Fees are billed in advance on a recurring basis (e.g., monthly or annually).

4.3. Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel it through your account settings or by contacting us.

4.4. Non-Payment

If we are unable to process payment for your subscription, we may suspend or terminate your access to the Services.

4.5. No Refunds

All fees are non-refundable, except as required by law or at our sole discretion.

4.6. Taxes

You are responsible for paying all applicable taxes, duties, and government levies associated with your purchase of our Services.

5. Intellectual Property

All rights, titles, and interests in and to the Services, including our platform, software, technology, logos, and trademarks (“ProQure IP”), are and will remain the exclusive property of ProQure. You may not use the ProQure IP without our prior written consent.

6. Termination

6.1. Termination by You

You may cancel your account at any time.

6.2. Termination by ProQure

We reserve the right to suspend or terminate your account and access to the Services at our sole discretion, with or without notice, for any reason, including:
a) Your violation of these Terms;
b) Your failure to pay applicable fees;
c) To comply with a legal requirement or court order;
d) If your activity poses a risk or harm to ProQure, our Services, or other users.

6.3. Effect of Termination

Upon termination, your right to use the Services will immediately cease. We may permanently delete your Client Content from our servers and will not be liable for any loss of data.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROQURE, ITS AFFILIATES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES.
IN NO EVENT SHALL PROQURE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE TOTAL AMOUNT OF FEES YOU PAID US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to defend, indemnify, and hold harmless ProQure and its affiliates, officers, directors, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to attorney's fees) arising from:
(i) your use of the Services;
(ii) your violation of these Terms;
(iii) your Client Content, including any claim that it infringes on a third party's rights; or
(iv) your violation of any applicable law or regulation.

10. Governing Law and Dispute Resolution

10.1. Governing Law

If you are contracting with ProQ Pty Ltd, these Terms shall be governed by the laws of Western Australia, Australia, without regard to its conflict of law principles.
If you are contracting with ProQure, these Terms shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles.

10.2. Dispute Resolution

Any dispute arising from or relating to these Terms shall be resolved through final and binding arbitration, rather than in court. The arbitration will be administered by an established alternative dispute resolution provider. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

11. General Provisions

11.1. Changes to Terms

We may modify these Terms at any time. We will provide notice of changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after the changes take effect constitutes your acceptance of the new Terms.

11.2. Contact

For any questions about these Terms, please contact us at info@proqure.io.