FEATURES AND SITES
When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific media, services, and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
MODIFICATIONS TO THE TERMS; THIRD-PARTY TERMS
AVAILABILITY OF SITE
The Site may change or certain media, features or services available within the Site may be discontinued at any time, and without notice. The media or services on the Site may be out of date, and Prolegis makes no commitment to update these materials on the Site.
The Site is owned and operated by Prolegis. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Site that are provided by Prolegis (“Prolegis Info”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Prolegis Info contained on the Site are the copyrighted property of Prolegis or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Prolegis or its affiliates and/or third-party licensors. Except as expressly authorized by Prolegis, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Prolegis Info. Disclaimer Regarding Predictions and Other Information
Prolegis does not guarantee the accuracy, reliability or completeness of any predictions or other information provided through the Site or through any hyperlink accessed through the Site. Your use of the Site and use or reliance upon any of the materials through the Site is solely at your own risk. In no event will Prolegis, its affiliates, agents or licensors be liable to you or anyone else for any decision made or action taken by you in reliance on any content available through the Site.
As a condition of your use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Access to the Prolegis Info and the Site from territories where their contents are illegal is strictly prohibited. Prolegis Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy. The Site and its contents are intended for Prolegis clients only. All materials published on the Site (including, but not limited to Prolegis Info, predictions, formulas, articles, data, graphs, images, illustrations, audio clips and video clips, also known as the “Content”) are protected by copyright, and owned or controlled by Prolegis or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Site.
The Site and the Content are protected by copyright pursuant to U.S. and international law. You may not, without Prolegis’ express written consent, directly or indirectly, for yourself or on behalf of any other person or business entity, modify, publish, transmit, transfer, sell, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Site (including software) in whole or in part, or participate in or permit any of the foregoing.
In the event that you request and Prolegis grants its express written consent to the publication or reproduction of any of the Content, you agree that such publication or reproduction will be conducted in a way such that no more than the number of individuals expressly authorized by Prolegis are exposed to such Content, and any such publication or reproduction must prominently attribute such Content to Prolegis, specifically naming Prolegis as the source of such Content and, where possible, linking to the Site. In the event that linking to the Site is not possible, you agree to display the Site’s URL in place of such a link.
You may not use the Site in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use of the Site. You may not intentionally interfere with or damage the operation of the Site or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
You may not attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You agree neither to modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
The Site may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or any other measures Prolegis may use to prevent or restrict access to the Site.
You may not utilize framing techniques to enclose any trademark, logo, or other Prolegis Info without our express written consent. You may not use any meta tags or any other “hidden text” utilizing the name of the Site or associated trademarks or Prolegis’ name or trademarks without our express written consent.
You may not deep-link to the Site and will promptly remove any links that Prolegis finds objectionable in its sole discretion. You may not use any logos, graphics, or trademarks of Prolegis or those related to the Site as part of the link without our express written consent.
You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
Account Information and Password
You agree that the information you provide to the Site upon member registration and, at all other times, regarding your account information, will be true, accurate, current, and complete. You also agree that you will ensure that this account information is kept accurate and up-to-date at all times. If you register to use the Site, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password, you will immediately notify the Site. You may be liable for the losses incurred by the Site, Prolegis, or others due to any unauthorized use of your account.
SUBSCRIPTION AND FEES
In the event you do decide to obtain a subscription, you agree to pay Prolegis’s then-current and published fees and charges, including applicable taxes (collectively, the “Fees”), incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. Prolegis reserves the right to change the amount of, or basis for determining, any Fees, and to institute new Fees, effective upon prior notice to you. In addition, from time to time the subscription services offered by Prolegis may change, without prior notice. In order to set up a subscription with Prolegis you must provide Prolegis with valid credit card information. By submitting such credit card information, you give Prolegis permission to charge all Fees incurred through your account to the credit card you designate at the time of your registration. All Fees will be charged at the time they are incurred. Your subscription will be personal to you and you may not sub-license, transfer, sell or assign your subscription to any third party without Prolegis’ approval. Any attempt to do so will be void and may result in the cancellation of your account without refund and in additional charges based on unauthorized use.
SUBSCRIPTION, RENEWAL AND CANCELLATION
At the end of your subscription period, your subscription will automatically renew, at Prolegis’ then-current Fees, for another period equal to the length of the period that is then expiring, and you hereby authorize Prolegis to charge your credit card for such additional Fees. You may cancel your subscription, effective at the end of the then-current subscription period, at any time by notifying Prolegis via email at firstname.lastname@example.org prior to the end of the then-current subscription period. The cancellation of your subscription is your only remedy with respect to any dispute that you may have with Prolegis. Cancellation will be effective as of the end of your then-current subscription period, and Prolegis will not prorate or refund any portion of the Fees paid with respect to that subscription period.
Under these Terms, you consent to receive communications from the Site electronically. Prolegis will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that Prolegis provide to you electronically satisfy any legal requirement that such communications be in writing.
Please visit our Contact Us information page for further assistance. Notice Except as explicitly stated otherwise, legal notices shall be sent to email@example.com or to the email address you provide to the Site during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Prolegis may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.
You agree that Prolegis, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have at the Site or your use of the Site, and remove and discard all or any part of your account, at any time. Prolegis may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that Prolegis shall not be liable to you or any third-party for any such termination. Prolegis does not permit copyright infringing activities on the Site, and reserves the right to terminate access to the Site, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Prolegis may have at law or in equity.
THE SITE AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROLEGIS, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PROLEGIS, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROLEGIS, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT PROLEGIS NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold Prolegis, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Prolegis reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Prolegis and you agree to cooperate with our defense of these claims.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PROLEGIS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE MATERIALS ON THE SITE, THE SITE ITSELF, OR ANY OTHER INTERACTIONS WITH PROLEGIS, EVEN IF PROLEGIS OR A PROLEGIS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, PROLEGIS'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PROLEGIS'S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN PROLEGIS AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SITE. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Jurisdiction.
You agree that any action at law or in equity arising out of or relating to these Terms or the Site shall be filed only in the state or federal courts in Delaware, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Prolegis without restriction.
The Sections entitled “Ownership”, “No Warranties”, “Indemnification”, “Limitation of Liability”, and “Miscellaneous” will survive any termination of these Terms.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof. Entire Agreement.
This is the entire agreement between Prolegis relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Prolegis as set forth in the “Modifications to the Terms; Third-Party Terms” Section above. Claims.
YOU AND PROLEGIS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.