Effective Date: February 7, 2023
3101 Ocean Park Blvd Ste 100 PMB 187
Santa Monica, California 90405, USA
Phone: (855) 776-7763
These terms of service are a binding legal document (the "Agreement") that is entered into by and between you and Batia Infotech (referred to herein as "ProProfs," "Batia Infotech," or “Company”). You agree that your use of the website at the URL: www.ProProfs.com, and any of its associated websites, including but not limited to: ProProfsTraining.com, ProProfstChat.com, ProProfsDesk.com, ProProfsProject.com, ProProfsKB.com, ProProfsSurvey.com, ProProfsDiscuss.com, ProProfsGames.com, ProProfsFlashcards.com, Live2Support.com, HelpDocsOnline.com, Picreel.com, BigContacts.com, ProjectBubble.com, Qualaroo.com, Batia.com, or any other Batia Infotech company/website linking to this Agreement, which Company may change from time to time at its discretion, (collectively, the "Website"), and the services and content offered therein, shall be bound by this Agreement. This Agreement is effective as of the date you first accessed the Website and/or Services (whichever is first).
1. Description of Services: Use of Services
Company provides a number of services for online help & collaboration and online learning & assessment, which may include, without limitation, quizzes & surveys, flashcards & games, training courses, knowledge bases, chat, help desk, collaborate, discuss, CRM, and project management ("Service" or "Services"). You may use the Services for your personal use or for internal business purposes in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
User may not (a) rent, loan or re-license rights to access and/or use the Service (except as specifically provided herein); (b) modify, disassemble, decompile, or reverse engineer software included as part of the Service; or (c) se our Website or Services in any manner that violates this Agreement or any local, state, federal, or international laws. User may access and use the Service solely for its own benefit and in accordance with the terms and conditions of this Agreement or as otherwise agreed to by Company in writing. Use of and access to the Service is permitted only by permitted users. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then User will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. User will be responsible for any and all actions taken using User’s accounts and passwords.
The terms "us", "we", and "our" refer to Company, the owner of this Website, hereinafter referred to as Company. A "Visitor" is someone who merely browses our Website. A "Member" or "Subscriber" is someone who has registered with our Website to use our Services. The term "User" is a collective identifier that refers to either a Visitor, Member, or a Subscriber. The term "Product" refers to any products we sell or give away.
All text, information, graphics, design, and data offered through our Website or Services, whether produced by our User or by us, are collectively known as our "Content". We distinguish content posted by our User as "User Content".
3. Acceptance of Agreement
This Agreement is between you and Company.
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING, AND/OR BROWSING OUR WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT USE, ACCESS, AND/OR BROWSE IT FURTHER.
Except as otherwise noted, this Agreement constitutes the entire and only Agreement between you and Company and supersedes all other Agreements, representations, warranties, and understandings with respect to our Website, Services, and the subject matter contained herein. However, for you to use our Website and/or Services, you may also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.
4. Privacy Notice
Our Privacy Notice shall be part of this Agreement, and is incorporated herein by reference. You must review our Privacy Notice. If you do not accept and agree to be bound by all the terms of this Agreement, including the Privacy Notice, do not use this Website or our Services.
Any legal controversy or claim arising from or relating to this Agreement and/or our Service, excluding legal action taken by us to collect or recover damages for – or obtain any injunction relating to – website operations, intellectual property, and our Service, will be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. You agree that you may bring claims only in your individual capacity and not as a class member in any purported class or representative action.
The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. You or we may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect our or your rights or property pending the completion of arbitration. Each party will bear half the arbitration fees and costs.
6. Choice of Law and Jurisdiction
This Agreement will be treated as if it were executed and performed in Los Angeles, California, and will be governed by and construed in accordance with the laws of the state of California without regard to conflict of law provisions. In addition, you agree to submit to the personal jurisdiction and venue of such courts of Los Angeles County in the state of California. Any cause of action by you with respect to our Website or Service must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
7. Limited License
Company grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Website and Services strictly in accordance with this Agreement. Your use of our Website and Services is solely for internal, personal, noncommercial purposes unless otherwise provided for in this Agreement. Any use for commercial gain is expressly prohibited. No printout or electronic version of any part of our Website or Services may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
Notwithstanding the foregoing, you acknowledge that certain components of the Website that operate in your browser (“Open Source Components”) may be covered by so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. License notices for the Open Source Components are contained within the source code delivered to you. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component.
8. Legal Compliance
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website, Content, Services, and any software provided therein.
9. Our Relationship to You
This Agreement in no way creates any agency, partnership, joint venture, or employee-employer or franchisor-franchisee relationship between you and Company.
10. Intellectual Property
Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies in the form of words, graphics, and logos. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks without the prior permission of Company obtained in a written instrument signed thereby. Our Content, as found within our Website and Services, is protected under United States and foreign copyrights. The copying, redistribution, use, or publication by you of any such Content is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content.
All proprietary rights in the Service will remain in and be the sole and exclusive property of Company. For the avoidance of doubt, this includes but is not limited to all proprietary rights in the Service, including but not limited to all copyright, patent, trade secret, trademark or other intellectual property rights, and all rights in any technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, designs, inventions and other tangible or intangible technical material or information utilized by Company in connection with the provision of the Services, will remain in and be the sole and exclusive property of Company. Company shall have the royalty-free right to use any suggestions, ideas, feedback or other recommendations provided by User relating to the Service ("Submissions"). You hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of the Services.
11. Eligibility and Registration for Membership
Use of the Services is void where prohibited. The Services are intended for User over the age of eighteen (18), but is open to all ages. Where applicable, parents or guardians (e.g., teachers) are responsible for obtaining all necessary rights and permissions associated with use of our services by children (under 18) under their supervision. By using the Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service does not violate any applicable law or regulation.To use our Services, you may need to register with our Website to become a Member. Your Membership is not transferable or assignable and is void where prohibited. Our Website and Services are intended solely for Users who are at least eighteen (18) years of age or older. Any registration by, use of, or access to our Website by anyone under that age is unauthorized, unlicensed, and in violation of this Agreement. By using our Website and/or Services, you represent and warrant that you are eighteen (18) years of age or older and agree to abide by all the terms and conditions of this Agreement. Company has sole right and discretion to determine whether to accept a Member, and may reject a Member's registration with or without explanation.
When you complete the registration process, you will receive a password that will allow you to access our Services. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality as well as all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that our Website cannot and will not be liable for any loss or damage arising from your failure to comply with password security as discussed herein.
12. Downloading and Uploading Files and Public Messages
By using our Service or the Company Website, you warrant and represent that:
(a) All quizzes, polls, games, surveys, training, content, questions, information, data, text, software, music, sound, photographs, images, video, quiz or polls or any other type of responses, messages or other materials that you upload to the Company Website ("Content") are your original works of authorship, and that, if you are uploading the image of any third party, you have obtained the right to use his or her likeness on the Company Website, and (b) By using the Company Website and the Services, you may be exposed to Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, and you agree and consent to that exposure.
13. Interactions With Other Members
You are solely responsible for your interactions with other members on the Company Website. As such, you should not give out any personally identifiable information such as your last name, personal email addresses, username or password to ProProfs.com or third-party websites/services, instant messenger addresses, personal URLs, telephone numbers and physical addresses to other members. Additionally, you should not give out any financial information or transmit electronically or physically any money to other members. You acknowledge and agree that Company has no responsibility or obligations to you in the event that you choose to meet or interact with other users or members of the Company Website.
Meeting strangers has inherent risks, and you solely assume all such risks if you choose to meet any third party with whom you are introduced on the Company Website. You acknowledge and understand that Company does not (a) in any way screen or inquire into the backgrounds of our members or attempt to verify the statements of our members, or (b) make any representations or warranties as to the conduct of members with any current or future members.
14. Subscription Services
Company offers certain Paid Services that you may subscribe to for an additional charge (the "Subscription Services"). Our prices for Subscription Services vary by product and package type and are clearly stated on the "Pricing" web page for each product. These Subscription Services descriptions and Pricing are incorporated by reference into these Terms and Conditions and are exclusive of any taxes, duties, fees, or tariffs. If you purchase a Subscription Service, you will be responsible for paying all fees, as well as any such taxes. If Company is required to pay any taxes on your behalf, you agree to reimburse Company. Company reserves the right to modify its fees with respect to its Services and to introduce new charges (to become effective upon the upcoming Renewal Term (as defined below)), by providing User written notice at least forty-five (45) days prior to the end of the then current Term. In the event that User does not provide notice of non-renewal as allowed below, such fee changes shall become effective at the commencement of the next Renewal Term.
Company provides numerous services, including but not limited to conducting website surveys, managing the user experience on websites and web-based businesses, courses and training, quizzes, knowledge base, CRM, Help Center, Help Desk, live chat, chat bot, pop-ups, collaboration tools, flashcards, polls, games, web and mobile apps, and SAAS products for individual as well as business use. Our services may change from time to time, or we may stop (permanently or temporarily) providing our services (or any features therein) to you or to users generally. We reserve the right to create limits on access and use of the Services in our sole discretion. If you operate: a survey, quiz, form, course, training, knowledge base, help desk, chat, popup, CRM, games, polls, help desk,or any other Service or product offered by the Company, post information or materials to the Services, post links through the Services, or otherwise make (or allow any third party to make) any content, information or other materials available by means of the Services (collectively referred to as, Content), you are entirely responsible for that Content, and any harm resulting from that Content. This is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software.
Subscription Services are provided on a continuous service basis. This means that Company will automatically renew your subscription at the end of its term unless the subscription is canceled using the tool on the account page on the Company Website at any time prior to the end of the then-current subscription. You will be charged a renewal rate equal to the rate for the immediately preceding subscription period, based upon the subscription program (annual, quarterly, monthly, etc.) that you have chosen, unless Company has updated to a new rate. A cancellation of a subscription requested through account page will become effective on the date that your then-current subscription period expires.
If you have elected to pay the fees referred to in this section by credit card, you hereby warrant that the credit card information provided by you is correct, and you shall promptly notify Company of any changes to such credit card information. You acknowledge and agree that if the credit card payment cannot be processed for any reason, Company will automatically cancel your subscription and any data stored in the premium services will be deleted.
Please note, downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
15. Content Sales
As part of our Services, Company may offer functionality which enables you to sell Content to other Users. You will be able to set your own prices for any such Content that you sell. You agree to pay Company a commission in the amount of Twenty Percent (20%) on all sales of Content that you complete through our Service platform. Customers of premium services paying a monthly or annual fee for those services may qualify for a lower rate. All such commissions will be due and payable immediately upon your completion of the sale.
16. Fair Use Policy
For the purpose of this agreement, 'unlimited' is defined as what the vast majority of users or customers will utilize in any given month. In order to prevent misuse of the Service beyond its intended and customary use (e.g. but not limited to, resale, large third party services or mass market use, sharing of accounts etc) and to ensure good service response time to all, usage with significant amount of video / content or more than 5000 users or 30 support operators or those that otherwise create a significant system load, at Company’s sole discretion, may be charged an extra fee or service may be permanently terminated or temporarily blocked (as deemed suitable by the company in its sole discretion).
You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or availability or functionality of the Services for other users. Company will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Company or compensate us by paying an additional fee, as applicable. Company shall have sole discretion with respect to whether your usage constitutes abusive or excessive use.
Company may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Company may decide that we need to take immediate action without notice. Company has no obligation to retain your Content upon termination of the applicable Service.
Further, you shall not
1. probe, scan, or test the vulnerability of any system or network used with the Service;
2. circumvent any security or authentication measures of the Service or attempt to gain unauthorized access to the Service (or any portion thereof) or related systems, networks or data;
3. access or search the Service by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
4. solicit any users of our Service for commercial purposes;
5. use the Service to generate or send unsolicited communications, advertising or spam;
6. use the Service to stalk, harass, bully or post threats of violence against others;
7. submit (or post, upload, share or otherwise provide) data, content or other information that (i) infringes Company’s or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose); (ii) that is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Intercom’s discretion; (iii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iv) that could otherwise cause damage to Company or any third party;
8. promote or advertise products or services other than your own without appropriate authorization;
9. use meta tags or any other “hidden text” including Intercom’s or our suppliers’ product names or trademarks; or
10. permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, Company may permanently or temporarily terminate or suspend a Uesr’s account or access to the Service without notice or liability if Company (in its sole discretion) determines that a User has violated this Agreement.
17. Errors, Corrections, and Changes
Company agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Services as well as prevent viruses or other harmful components; however, Company will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Company’s control. Further, we do not represent or otherwise warrant that our Website will be error-free or free from viruses or other harmful components, or that we will correct any errors. We do not represent or otherwise warrant that the information available on or through our Website will be correct, accurate, timely, or otherwise reliable. Company reserves the right at our sole discretion to change any content, software, and other items used or contained in our Website or Services at any time without notice.
Our Website publishes content supplied by third parties, Users, Advertisers, Merchants, and Sponsors. Accordingly, Company has no editorial control over such content. Any opinions or other information or content expressed or made available by third parties, including information providers, Users, or any other user of our Website, are those of the respective author(s) and not of Company. Company does not guarantee the accuracy, completeness, merchantability, or fitness for any particular purpose nor the legality of any content provided by any of these parties.
You understand that we do not operate or control the products or services offered by third-party Merchants. These merchants are responsible for all aspects of order processing, fulfillment, billing, and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US. All rules, legal documents (including privacy policies), and operating procedures of Merchants will apply to you while on any Merchant websites.
You hereby acknowledge that nothing contained in our Website will constitute financial, investment, legal, and/or other professional advice and that no professional relationship of any kind is created between you and Company or our Users. You hereby agree that you will not make any financial, investment, legal, and/or other decision based in whole or in part on anything contained in our Website or Services.
19. Warranty Disclaimer
Company is not responsible or liable in any manner for any Content posted on our Website or in connection with our Services, whether posted or caused by Users of our Website, or by Company. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit, or share on our Website or Services, and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter using our Website or Services. Company is not responsible for the online or offline conduct of any User of our Website or Services.
Company will use commercially reasonable efforts to make our Websites and Services available with as much uptime as possible; however, our Website or Services may be temporarily unavailable from time to time for maintenance or other reasons, you can read more at https://www.proprofs.com/trust/. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, unauthorized access to, or alteration of User communications.
Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer system, server or provider, computer or mobile phone equipment, or software, or for any failure of email on account of technical problems or traffic congestion on the Internet, or for any combination thereof – including injury or damage to Users’ or any other person's computer, mobile phone, or other hardware or software – related to or resulting from the use or downloading of materials in connection with our Website or Services, including, without limitation, any software provided through our Website or Services.
Under no circumstances will Company be responsible for any loss or damage, including any loss or damage, personal injury, or death resulting from anyone's use of our Website or Services, or any interactions between Users of our Website or Services, whether online or offline.
Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, recommendation, or any affiliation with our Website by third parties or by any of the equipment or programming associated with or utilized by our Services.
THE INFORMATION, CONTENT, AND DOCUMENTS FROM OR THROUGH OUR WEBSITE ARE PROVIDED 'AS-IS', 'AS AVAILABLE', WITH 'ALL FAULTS', AND ALL EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
COMPANY, INCLUDING ALL OUR AFFILIATES, HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEBSITE OR SERVICES. COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF OUR WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, SERVICES, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICES, AND RELATED SOFTWARE IS DISCLAIMED.
COMPANY DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE WEBSITE OR SERVICES ARE COMPLIANT WITH ANY LAWS, REGULATIONS, REQUIREMENTS, OR OTHER SPECIFICATIONS WITH RESPECT TO ANY INDUSTRY, INCLUDING BUT NOT LIMITED TO MEDICINE AND MEDICAL DEVICES, EMERGENCY SERVICES, LAW ENFORCEMENT, OR ANY OTHER INDUSTRY WHERE ERROR-PROOFING, REDUNDANCY, AND/OR A HIGH LEVEL OF SECURITY ARE WARRANTED.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEBSITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT. COMPANY AND ITS AFFILIATES, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT LIABLE TO YOU (OR ANY THIRD PARTY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY.
OUR WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEBSITE OR SERVICES WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
20. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR WEBSITE AND/OR SERVICES ACCESSED DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY THEREOF.
YOU HEREBY RELEASE COMPANY, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS-IN-RIGHT FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SERVICES.
EXCEPT AS SPECIFICALLY SET FORTH IN THE TERMS, NOTHING IN THESE TERMS CONFERS, BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY TRADE SECRET, PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT. ALL RIGHTS NOT EXPRESSLY LICENSED ARE RESERVED.
21. User Conduct
User may post their content to our Website through our Services (User Content). Users understand that by using our Website or Service, they may be exposed to content that is offensive, indecent, or objectionable. We have no control over User Content and do not in any way guarantee its quality, accuracy, or integrity. Company is not responsible for the monitoring or filtering of any User Content. Should any User Content be found illegal, Company will submit all necessary information to relevant authorities.
If any User Content is reported to Company as being offensive or inappropriate, we may ask the User to retract or otherwise modify the questionable content within 24 hours of being notified by Company. If the User fails to meet such a request, Company has full authority to restrict the Member's ability to post User Content OR to immediately terminate the User’s membership without further notice to the User. Without limiting the foregoing, we have sole discretion to remove any User Content that violates this Agreement or that is otherwise objectionable in our sole discretion. Users are responsible for complying with all applicable federal and state laws for their content, including copyright and trademark laws. Users will respect copyright and trademark laws.
You warrant that you will not use our Services to infringe on the intellectual property rights of others in any way. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating Users whom we deem, in our sole discretion, to be infringers of others' intellectual property rights.
You further warrant: (i) You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; (ii) Your content does not violate the privacy or publicity rights of any third party; (iii) Your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods; (iv) Your content is not named in a manner that misleads Your readers into thinking that you are another person or company.
22. Copyright Dispute Policy
Company respects the intellectual property rights of others and expects our Users to do the same. Company will respond to claims of copyright infringement committed using the Company Website and the Services that are reported to the Company designated copyright agent, who may be contacted by reviewing our DMCA process here: https://www.proprofs.com/dmca/
If you are a copyright owner or are authorized to act on behalf of a copyright owner, please report any alleged copyright infringement taking place on the Company Website by providing the following DMCA Notice of Alleged Infringement (the "Notice"). Upon receipt of a Notice as described below, Company will take actions in accordance with the law and to the extent possible, as we, in our sole discretion, deem appropriate. Such actions may include, without limitation, removal of the challenged use from the Company Website and account cancellation for repeat offenders.
23. DMCA Notice of Alleged Infringement
Each Notice shall:
1. Identify the copyrighted work, by title and with sufficient detail so that we can locate the infringing material on the Company Website that you claim has been infringed and that access to which is to be disabled.
2. Include your full legal name, physical or electronic signature, mailing address, telephone number and email address.
3. Include both of the following statements in the body of the Notice:
- "I hereby state that I have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law."
- "I hereby state, under penalty of perjury, that the information provided is accurate, and that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
The Notice should be delivered to our Designated Copyright Agent at the address set forth above.
Philip A. Nicolosi
Phil NIcolosi Law, P.C.
7210 E. State Street, Suite 208,
Rockford, IL 61108
Please send your Infringement Notice by email to: [email protected]
Please use the following subject line: "Notice of Infringement."
24. As a User, you agree not to use our Services to do any of the following:
Upload, post, or otherwise transmit any User Content that:
1. Violates any local, state, federal, or international laws
2. Infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party
3. Harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortious, libelous, invasive of another's privacy, hateful, or racially, ethically, or otherwise objectionable
4. Links directly or indirectly to any materials to which you do not have a right to link
5. Contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers
6. Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or to extract information from our Website, the Services, or any User or third party
7. Contains any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation
8. In the sole judgment of Company is objectionable or restricts or inhibits any other person from using or enjoying our Website or Services, or which may expose Company, our affiliates, or our Users to any harm or liability of any type
9. Cheats or manipulates votes or otherwise misleads people by creating fake user profiles
10. Activities which compromise the integrity of any competition, competition entries, and/or points awarded.
11. Solicits personal information from a child under 16 years of age.
25. As a User, you further agree not to use our Services to use our Content to:
1. Develop a competing website
2. Create compilations or derivative works as defined under United States copyright laws
3. Redistribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism
26. Right to Purge Content
Company reserves the right to purge Content from its databases created by any User (including premium service members that pay a subscription fee) at any time in our sole and absolute discretion without notice. You acknowledge and agree that you are solely responsible for backing up any Content uploaded to the Company Website or received through the use of the Services. Company shall not be liable for any purging, deletion, or failure to retain or record any such Content.
27a. Use of Information
You grant Company a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish license to use the information and materials you post to our Website. By posting, displaying, transmitting, performing, or otherwise distributing information or other content ("User Content") to our Website, you are granting Company, its officers, directors, employees, agents, consultants, representatives, affiliates, and assigns a license to use the User Content in connection with the operation of the businesses of Company, its directors, employees, officers, affiliates, representatives, consultants, and agents, including without limitation, a right to distribute, copy, transmit, publicly display, publicly perform, reproduce, translate, edit, create derivatives from, and reformat User Content. You understand and agree that you will not be compensated for any User Content. By posting User Content on our Website or Service, you warrant and represent that you own the rights to the User Content or are authorized to post, display, distribute, perform, or transmit User Content.
If you delete Content, Company will use reasonable efforts to remove it from the Services, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
27b. Use of Information for Paid Subscribers
In any instance where a Subscriber or User creates private content during the duration of his/her paid Subscription Services ("Paid Member Content"), Company shall not use Paid Member Content publicly as defined in section 27a.
For the avoidance of doubt and notwithstanding the foregoing, Company's license in Section 27a continues to allow the use of User Content in an aggregated, anonymized form in order to provide certain services to its other customers.
28. Stock Images and Media Usage
As part of your use of Company’s Services, You may receive access to media licensed to Company through its third party business partners (“Stock Assets”). These may include images, videos, and templates that are included with our Services. As part of this access grant, if applicable to You, You shall abide by the following terms:
1. The Stock Assets the Company provides, including but not limited to images, videos, templates (such as courses, quizzes, surveys, knowledge base etc), and other assets are collectively called Stock Assets.
2. Your license to the Stock Assets is strictly through the Company and terminates immediately upon your termination of your term with the Company.
3. You may not use Stock Assets in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations.
4. Unless explicitly stated otherwise, you may not alter the Stock Assets.
5. Unless explicitly stated otherwise, You may not or allow others to to download, extract or otherwise copy or redistribute Stock Assets.
6. You may not use Stock Assets for the following subject matter: firearms, alcohol, tobacco, controlled substances, pharmaceutical products, supplements, personal hygiene products, birth control products, gambling, adult entertainment, dating services, and/or illegal activities.
7. If the subject matter is controversial (e.g., crime, disease), your use of images must clearly indicate that it is for example or educational purposes only.
8. You may not falsely represent that you are the original creator of a work that is made up largely of licensed Stock Assets.
9. You may not use the Stock Assets for any commercial, promotional, advertising, or merchandising purpose.
10. Unless explicitly stated otherwise, You may not use Stock Assets as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such Stock Assets (in whole or in part) as a trademark or rely on any such registrations or other potential legal basis to prevent any third party use of the Stock Assets or any similar Stock Assets.
11. If you use a third party service enabled within our website to find content that would be classified as a Stock Asset, including but not limited to Google Image Search and Pexels, you agree to be bound by those third party terms along with Company’s Terms. Note that the Company will have no responsibility for errors in transmission, unauthorized third-party access or use or other potential issues beyond Company’s control.
12. This Section 28 survives termination of the Agreement.
13. Third Party Beneficiaries. This Section does not grant any right or cause of action to any third party.
14. Assignment and Subcontracting. Unless explicitly stated otherwise, You may not assign or novate this Section in whole or in part without the Company’s express written consent.
15. General. The Company is committed to providing a safe and positive experience to all Users of the Services. To help us do that, we need You to follow a few basic rules when you’re here. Under this Section:
- a. You must comply with all applicable laws, including federal, state, and local laws.
- b. You may not: display, send, receive, store obscene or inappropriate Stock Assets, threaten, harass, stalk, defame, or defraud any person or entity.
- c. You may not: violate copyright, trademark, or other intellectual property laws.
- d. You may not: Send deceptive or false source-identifying info, including “spoofing” or “phishing.”
- e. You may not: access or use any application, system, service, tool, data, account, network, or Stock Assets without authorization or for unintended purposes.
- f. You may not: disable, disrupt, circumvent, interfere with, or otherwise violate the security of the Services.
- g. You may not: authorize, permit, enable, induce, or encourage any third party to do any of the above.
16. If you violate this section or any other part of the Company’s Terms, your access to Company Services may be terminated immediately and without notice.
- a. If your term under the Company’s Terms is terminated, You shall: (i) cease using and making available the Stock Assets as well as any derivative works; (ii) destroy or, upon the request of Company, return the Stock Assets to Company; and (iii) delete or remove the Stock Assets from your premises, computer systems and storage (both electronic and physical copies).
17. By your use of Stock Assets, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.
29. Effect of Account Expiration
If the Subscriber's paid Subscription Services term expires or otherwise lapses (whether due to late payment, rejected payment method, or other reason), Subscriber's account shall be downgraded to a free account (if available) or deleted. User Content of free Subscribers may be deleted without warning and without notice.
Company shall have no liability and no obligation with respect to User Content deleted in such manner. Subscriber shall be solely responsible for ensuring that Subscriber's payment method is up to date and Subscriber's term does not inadvertently expire.
30. Unlawful Activity
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.
31. Linking to Our Website
You may provide links to our Website provided that (a) you do not remove or obscure any portion of our Website by framing or otherwise, (b) your website does not engage in illegal or pornographic activities, and (c) you cease providing links to our Website immediately upon our request.
32. Links to Other Websites
Our Website may from time to time contain links to third-party websites. Inclusion of links for any website on our Website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content, and/or data of such third-party websites. Company has no control over the legal documents and privacy practices of third-party websites; you access any third-party websites at your own risk. We recommend that you review the privacy notice and terms and conditions of those websites to fully understand what information is collected and how it is used.
You represent and warrant that if you are purchasing something from us, (i) any payment information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the incurred charges, including any surcharge we may incur due to the dishonored payment.
34. Refund Policy
We have a 15-day money back guarantee for all of our plans and products.
35. Termination of Membership
Your membership with us is effective until terminated by you or us. Your rights under these Terms and Conditions will terminate without our notice if you fail to comply with any term of these Terms and Conditions. Upon termination, you will stop representing yourself as a registered Member or Client. You must delete or destroy any information or content (including all copies) obtained from our Website. Certain provisions of this Agreement, including, but not limited to, copyrights, intellectual property, indemnity, trademarks, limitation of liability, warranty, user submissions, collection of information, prohibited items and activities, and jurisdictional issues will survive the termination of this Agreement.
You agree to indemnify, defend, and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third-party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates free from any and all liability, loss, claim, and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of our Website or Services.
By providing your e-mail address to Company you hereby consent to Company sending you e-mails regarding, arising from, or otherwise relevant to the Services and/or Website. We reserve the right to change these Terms and Conditions at any time by giving you advance notice of the changes by email or in writing. We will also post these changes on our website. These changes will become effective 30 days after receipt of the notice. To avoid doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms and Conditions, if any, including, for example, arbitration provisions for then-pending disputes unless the parties expressly agree otherwise. Your continued use of our Website, Services, and Products after any change to these Terms and Conditions and our notifying you will constitute your acceptance of such change. If you do not agree with the changes to these Terms and Conditions, you can choose to discontinue the use of our Website, Services, and Products.
You acknowledge and agree that Company may retain third party contractors and service providers ("Subcontractors") in order to and in relation to the provision of the Services and the Website. You hereby consent to Company providing said Subcontractors with your information to the extent necessary for them to provide their services in relation to the Services and Website. Company may assign this Agreement to any affiliate, or to any third party acquirer of all, or substantially all, of the Website and Services, without your consent, by providing you with thirty (30) days advance written notice thereof. If you disagree with such assignment you shall terminate your account by providing Company with written notice thereof.
Modifications to this Agreement: From time to time, Company may modify its agreement with You. Company will use reasonable efforts to notify You of the changes through communications via Your account, email or other means. You may be required to click to accept or otherwise agree to the modified Agreement before renewing a subscription term or entering into a new order form, and in any event continued use of the services after the updated version of this Agreement goes into effect will constitute Your acceptance of such updated version. If Company specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and You object to such changes, You may terminate the applicable subscription term and receive as its sole remedy a refund of any fees You have pre-paid for use of the applicable services for the terminated portion of the subscription term, commencing on the date notice of termination was received.
Should any part of this Agreement be held invalid or unenforceable, that portion will be construed, to the extent possible, to be consistent with applicable law and the intent of the parties, and the remaining portions will remain in full force and effect. For the avoidance of doubt, Content cannot legally bind Company absent a duly executed written instrument. To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement will take precedence. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such a provision, nor of the right to enforce such a provision. Our rights under this Agreement will survive any termination of this Agreement.