Terms & Conditions

This CA Gatekeeper Subscription Agreement is between the entity you represent, or, if  you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your"), and Pro-Vision.io INC. ("Pro-Vision",  "we", "us", or "our"). It consists of the terms and conditions below and the Offer Details for your Subscription or renewal (together, the "agreement"). It is  effective on the date we provide you with confirmation of your Subscription or  the date on which your Subscription is renewed, as applicable. Key terms are  defined in Section 7.

1. Use of CA Gatekeeper Services.

1. Right to use. We grant you the right to access and use the CA Gatekeeper Services  and to install and use the Software included with your Subscription, as further  described in this agreement. We reserve all other rights.
2. Acceptable use. You may use the Product only in accordance with this  agreement. You may not reverse engineer, decompile, disassemble, or work  around technical limitations in the Product, except to the extent applicable law  permits it despite these limitations. You may not disable, tamper with, or  otherwise attempt to circumvent any billing mechanism that meters your use of  the CA Gatekeeper Services. You may not rent, lease, lend, resell, transfer, or host the  Product, or any portion thereof, to or for third parties except as expressly  permitted in this agreement or the CA Gatekeeper Services Terms.
3. End Users. You control access by End Users, and you are responsible for their  use of the Product in accordance with this agreement. For example, you will  ensure End Users comply with the Acceptable Use Policy.
4. Customer Data. You are solely responsible for the content of all Customer  Data. CA Gatekeeper Services do not store any customer data, Pro-Vision does not have  any access to the instance of CA Gatekeeper Services you deploy and manage as part of  your subscription, and there for Pro-Vision does not and will not assume any  obligations with respect to Customer Data or to your use of the Product other  than as expressly set forth in this agreement or as required by applicable law.
5. Responsibility for your accounts. You are responsible for maintaining the  confidentiality of any non-public authentication credentials associated with your  use of the CA Gatekeeper Services. You must promptly notify our customer support  team about any possible misuse of your accounts or authentication credentials or  any security incident related to the CA Gatekeeper Services.
6. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g. an employer or school) to order a CA Gatekeeper Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the CA Gatekeeper Services. In such a case, your organization’s designated administrator (your "admin") may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data. Pro-Vision may inform you that your organization has assumed control of the CA Gatekeeper Services covered by your Subscription, but Pro-Vision is under no obligation to provide such notice.

2. Purchasing services.

1. Available Subscription offers. The Portal provides Offer Details for available  Subscription offers, which generally can be categorized as one or a combination  of the following:
   1. ‍Commitment Offering. You commit in advance to purchase a specific  quantity of CA Gatekeeper Services for use during a Term and to pay upfront or on a  periodic basis in advance of use. With respect to CA Gatekeeper Services, additional or  other usage (for example, usage beyond your commitment quantity) may be  treated as a Consumption Offering. Committed quantities not used during the  Term will expire at the end of the Term.  ‍
   2. Limited Offering. You receive a limited quantity of CA Gatekeeper Services for a  limited term without charge (for example, as a trial Subscription for up to 400  synced objects). Provisions in this agreement with respect to pricing,  cancellation fees, payment, and data retention may not apply.
2. Ordering.
   1. By ordering or renewing a Subscription, you agree to the Offer Details for that  Subscription. Unless otherwise specified in those Offer Details, CA Gatekeeper Services  are offered on an "as available" basis. You may place orders for your Affiliates  under this agreement and grant your Affiliates administrative rights to manage  the Subscription, but Affiliates may not place orders under this agreement. You  also may assign the rights granted under Section 1.a. to a third party for use by  that third party in your internal business. If you grant any rights to Affiliates or  third parties with respect to Software or your Subscription, such Affiliates or  third parties will be bound by this agreement and you agree to be jointly and  severally liable for any actions of such Affiliates or third parties related to their  use of the Products.
   2. Some offers may permit you to modify the quantity of CA Gatekeeper Services ordered during the Term of a Subscription. Additional quantities of CA Gatekeeper Services added to a Subscription will expire at the end of that Subscription. If you  decrease the quantity during a Term, we may charge you a cancellation fee for  the decrease in quantity as described below in Section 3.b..
3. Pricing and payment. Payments are due and must be made according to the  Offer Details for your Subscription.
   1. For Commitment Offerings, the price level may be based on the quantity of CA Gatekeeper Services you ordered. Some offers may permit you to modify the quantity of CA Gatekeeper Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for CA Gatekeeper Services will not be increased,  as to your Subscription, from those posted in the Portal at the time your  Subscription became effective or was renewed, except where prices are  identified as temporary in the Offer Details, or Non-Pro-Vision Products. All prices are subject to change at the beginning of any Subscription renewal.
   2. For Consumption Offerings, pricing is subject to change at any time upon  notice
4. Renewal.
   1. Upon renewal of your Subscription, this agreement will terminate, and your  Subscription will thereafter be governed, by the terms and conditions set forth in  the Portal on the date on which your Subscription is renewed (the "Renewal  Terms"). If you do not agree to any Renewal Terms, you may decline to renew  your Subscription.
   2. For Commitment Offerings, your Subscription will automatically be renewed unless a 30 days' notice is given to Pro-Vision prior to the expiration of the Term.
5. Taxes.
   1. ‍Prices are exclusive of any taxes unless otherwise specified on the  invoice as tax inclusive. You must pay any applicable value added, goods and  services, sales, gross receipts, or other transaction taxes, fees, charges or  surcharges, or any regulatory cost recovery surcharges or similar amounts that  are owed under this agreement and which we are permitted to collect from you  under applicable law. You will be responsible for any applicable stamp taxes and  for all other taxes that you are legally obligated to pay including any taxes that  arise on the distribution or provision of Products to your Affiliates. We will be  responsible for all taxes based on our net income, gross receipts taxes imposed  in lieu of taxes on income or profits, or taxes on our property ownership.
      If any taxes are required to be withheld on payments you make to us, you may  deduct such taxes from the amount owed to us and pay them to the appropriate  taxing authority; provided, however, that you promptly secure and deliver an  official receipt for those withholdings and other documents we reasonably  request to claim a foreign tax credit or refund. You must ensure that any taxes  withheld are minimized to the extent possible under applicable law.

3. Term and termination.

1. Agreement term and termination. This agreement will remain in effect until  the expiration, termination, or renewal of your Subscription, whichever is  earliest.
2. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.
   1. Standard Subscription. If you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month’s Subscription fee and you will receive a refund of any portion of the Subscription fee you have paid for the remainder of the Term; provided, however, no refunds will be provided for  partially unused months.
   2. ‍Limited Offerings. Pro-Vision may terminate your Subscription to a Limited Offering at any time during the Term with a 30-day notice period.

4. Warranties.

1. Limited warranty.
   1. Software. We warrant for one year from the date you first use the Software  that it will perform substantially as described in the applicable user  documentation. If Software fails to meet this warranty we will, at our option and  as your exclusive remedy, either (1) return the price paid for the Software or (2)  repair or replace the Software.
   2. Limited warranty exclusions. This limited warranty is subject to the  following limitations:
      1. any implied warranties, guarantees or conditions not able to be disclaimed as  a matter of law will last one year from the start of the limited warranty;
      2. this limited warranty does not cover problems caused by accident, abuse or  use of the Products in a manner inconsistent with this agreement or our  published documentation or guidance, or resulting from events beyond our  reasonable control;
      3. this limited warranty does not apply to problems caused by a failure to meet  minimum system requirements; and
      4. this limited warranty does not apply to Limited Offerings.
      5. CA Gatekeeper Subscription Agreement
   3. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

5. Limitation of liability.

1. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the CA Gatekeeper Service during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any CA Gatekeeper Service exceed the amount paid for that CA Gatekeeper Service during the Subscription.
2. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
3. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law.

6. Miscellaneous.

1. Notices. Notices must be in writing and will be treated as delivered on the  date received at the address, date shown on the return receipt, email  transmission date, or date on the courier or fax confirmation of delivery. Notices  to Pro-Vision must be sent to the following address:
   
   Pro-Vision.io INC.
   3031 Tisch Way  
   110 Plaza West
   San Jose, CA. 95128
   USA
   
   Notices to you will be sent to the address that you identify on your account as  your contact for notices. Pro-Vision may send notices and other information to  you by email or other electronic form.
2. License Transfers and Assignment. You may not assign this agreement  either in whole or in part or transfer licenses without Pro-Vision’s consent.
3. Severability. If any part of this agreement is held unenforceable, the rest  remains in full force and effect.
4. Waiver. Failure to enforce any provision of this agreement will not constitute  a waiver.
5. No agency. This agreement does not create an agency, partnership, or joint  venture.
6. No third-party beneficiaries. There are no third-party beneficiaries to this  agreement.
7. Applicable law and venue. This agreement is governed by the laws of the  United States of America.  
8. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of  descending priority: (1) this Pro-Vision CA Gatekeeper Subscription Agreement, (2) the  applicable Offer Details, and (3) any other documents in this agreement.
9. Survival. The terms in Sections 1, 2.c., 2.e., 4, 5, 6 and 7 will survive  termination or expiration of this agreement.
10. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts  of civil or military authority, war, terrorism (including cyber terrorism), acts of  God, acts or omissions of Internet traffic carriers, actions or omissions of  regulatory or governmental bodies (including the passage of laws or regulations  or other acts of government that impact the delivery of CA Gatekeeper Services)). This  Section will not, however, apply to your subscription payment obligations under  this agreement.
11. Contracting authority. If you are an individual accepting these terms on  behalf of an entity, you represent that you have the legal authority to enter into  this agreement on that entity’s behalf. If you specify an entity, or you use an  email address provided by an entity you are affiliated with (such as an employer)  in connection with a Subscription purchase or renewal, that entity will be treated  as the owner of the Subscription for purposes of this agreement.
12. Government customers. Government customers should consult with Pro Vision prior to acceptance. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.

7. Definitions.

Any reference in this agreement to "day" will be a calendar day. "Acceptable Use Policy" is set forth in the CA Gatekeeper Services Terms.

"Affiliate" means any legal entity that a party owns, that owns a party, or that is  under common ownership with a party. "Ownership" means, for purposes of this  definition, control of more than a 50% interest in an entity.

"Consumption Offering", "Commitment Offering", or "Limited Offering" describe  categories of Subscription offers and are defined in Section 2.

"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal.

"CA Gatekeeper Services" means the Pro-Vision CA Gatekeeper collaboration solution software to which you subscribe under this agreement.

"Portal" means the CA Gatekeeper Services’ respective web sites that can be found at https://www.https://ca-gatekeeper.com//, or at an alternate website we identify.

"Subscription" means an enrollment for CA Gatekeeper Services for a defined Term as  specified on the Portal. You may purchase multiple Subscriptions, which may be  administered separately, and which will be governed by the terms of a separate CA Gatekeeper Subscription Agreement.

"Term" means the duration of a Subscription (e.g., 12 months).

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