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ProSitesLegal Terms of Use

TERMS OF USE AGREEMENT FOR ProSites.COM, THE ProSites WEB ENGINE, PROSITES OWNED WEBSITES, AND ANY SERVICE OR RELATED PRODUCT OWNED BY ProSites, INC.

Please read these Terms of Use carefully before using this site and any ProSites product site. By using this site, you signify your agreement with these Terms of Use. If you do not agree with any of the below Terms of Use, do not use this site. ProSites, Inc. reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms of Use at any time and you agree to be bound by such modifications, alterations or updates.

PROPRIETARY RIGHTS

The ProSites website, and related products and services (The Service) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Service also contains information, data, text, software, images, files and other content and materials that are owned by ProSites, Inc. or its affiliates or suppliers and that are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The selection, arrangement and compilation of the entire contents of the Service is the exclusive property of ProSites, Inc. and is protected by United States and international copyright laws. All software made available through or used in connection with the Service is the property of ProSites, Inc. or its suppliers and is protected by United States and international copyright laws.

Unless otherwise specified, the Service is for your personal and non-commercial use and is not transferable to any other person or entity. Except as expressly authorized by ProSites, Inc., you agree not to reproduce, duplicate, copy, modify, create derivative works from, frame, distribute, transmit, perform, publish, license, rent, lease, loan, sell, resell, transfer or otherwise exploit for any commercial purpose any portion of the Service, use of the Service or access to the Service, including without limitation any information, software, products or services obtained from the Service. You may view, print and download materials displayed on or made available through the Service subject to the following: (a) the materials may be used solely for your own, personal information and not for commercial use; (b) the materials may not be modified or altered in any way, including but not limited to the removal or modification of any copyright or other proprietary notices affixed thereto. You acknowledge that you do not acquire any ownership rights by printing or downloading copyrighted material, and that the materials may be subject to separate license agreements and/or additional posted limitations on usage, reproduction and/or dissemination, all of which you shall be responsible for complying with if you download such materials. Use of spiders, robots and similar data gathering and extraction tools is expressly prohibited. All rights not expressly granted herein are reserved.

TRADEMARKS

ProSites, Inc., ProSites.com, the monitor symbol within our logo, "Point. Click. Launch." and other ProSites, Inc. designs, logos and product and service names are trademarks of ProSites, Inc. ("ProSites, Inc. Marks"). The "look and feel" of the Service constitutes proprietary trade dress of ProSites, Inc. All rights reserved. You may not reproduce, copy, display, transmit, distribute, modify or otherwise use the ProSites, Inc. Marks without the express prior written permission of ProSites, Inc. All other trademarks appearing on the Service are the property of their respective owners.

PRIVACY

ProSites, Inc. is very respectful about the privacy concerns of the visitors to this site on the Internet. As a general policy, no personal information is automatically collected from visitors to this site. However, certain non-personal information of visitors is recorded by the standard operation of ProSites, Inc. Internet servers. This information is primarily used to provide an enhanced online experience for the visitor. Information tracked includes the type of browser being used by the visitor (e.g., Chrome, Firefox, Internet Explorer), the type of operating system (e.g., Macintosh, Windows) in use by the visitor and the domain name of the visitor's Internet service provider (e.g., Verizon, ATT&T). By having this information, Web pages optimized for a particular visitor's computer is automatically available to that visitor. Other uses of this information include internal review of the number of visitors to the site but only in an aggregate and non-personally-identifiable form. Other personally identifiable data about visitors to this site are known to ProSites, Inc. only when voluntarily submitted. Personally identifiable information that is collected in connection with visitors voluntarily filling out forms is retained by ProSites, Inc. and the member to whom the visitor is referred, and is not sold or otherwise transferred outside the company. However, this data in an aggregate form may be provided to other parties for marketing, advertising or other uses. We may sometimes also use email addresses and other personally identifiable information to contact visitors who communicate with us. For example, we direct email to visitors who provide us with their email addresses for specific purposes such as being notified if they have won one of our contests.

LINKED SITES

The materials by ProSites, Inc. and www.ProSites.com are provided "as is" and without warranties of any kind either expressed or implied. To the fullest extent permissible pursuant to applicable law, ProSites, Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. ProSites, Inc. does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available is free of viruses or other harmful components. ProSites, Inc. does not warrant or make any representations regarding the use or the results of the use of the materials in this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not ProSites, Inc.) assume the entire cost of all necessary servicing, repair or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The material that you read in a ProSites, Inc. web site is provided solely for educational purposes. ProSites, Inc. is not responsible or liable to any person or entity whatsoever (including, without limitation, persons who may use or rely on such data/materials or to whom such data/materials may be furnished) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided.

SUBMISSIONS

Any questions, notes, postings, ideas, suggestions, concepts or other material submitted will become the property of ProSites, Inc. and ProSites, Inc. shall be entitled to use the material for any type of use forever including in any media whether now known or hereafter devised. When you submit material to ProSites, Inc., you agree that ProSites, Inc. has the right to publish the material for any type of use as outlined above including promotional and advertising purposes.

ProSites, Inc. is not responsible for any material posted by visitors to this site. You shall not submit any information which:

  1. Libels, defames, invades privacy, or is obscene, pornographic, abusive, or threatening;
  2. Infringes any intellectual property or other right of any entity or person, including, but not limited to violating anyone's copyrights or trademarks;
  3. Violates any law;
  4. Advocates illegal activity;
  5. Advertises or otherwise solicits funds or is a solicitation for goods or services; (collectively "Non-Approved Material").

You agree to indemnify ProSites, Inc. and its officers, directors, employees, agents, distributors and affiliates from and against any and all third party claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, resulting from your breach of any of the foregoing agreements, representations, and warranties.

Note to copyright owners: ProSites prohibits users from using any material that infringes on the intellectual property rights (e.g., copyright, trademark, trade dress, etc.) of others. If you know your intellectual property rights have been violated by one of our users, please review the  ProSites Copyright Infringement Policy  and contact us immediately.

EMAIL AND POSTINGS RECEIVED

Do not post any threatening or libelous emails or material on this site that would be considered a violation of any law. ProSites, Inc. will fully cooperate with any law enforcement authorities or court order requesting or directing ProSites, Inc. to disclose the identity of anyone posting any such emails or materials.

MEMBERS QUALIFICATIONS

No representation is made that the quality of the services to be performed by ProSites members is greater than the quality of same services performed by other professionals in their respective businesses.

JURISDICTIONAL ISSUES

Unless otherwise specified, the materials in a ProSites, Inc. website and ProSites.com are presented solely for the purpose of education in the United States and Canada. This site is controlled and operated by ProSites, Inc. from its offices within the State of California, United States of America. ProSites, Inc. makes no representation that materials in this site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

This agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or ProSites, Inc. bring to enforce this agreement or, in connection with, any matters related to this site shall be brought only in either the state or Federal Courts located in Riverside County, California, and you expressly consent to the jurisdiction of said courts. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by ProSites, Inc.

ProSites END USER LICENSE AGREEMENT

In addition to the ProSites Terms of Use Agreement, any Customer who purchases the ProSites service shall be bound by, and agrees to, the following ProSites End User License Agreement.

Customer desires to publish, advertise and store certain business information on the World Wide Web utilizing the services of ProSites, Inc. (or its successor) (hereinafter "ProSites"). ProSites is willing to furnish those services in the form of a monthly or annual subscription, subject to the terms and conditions of this agreement.

In consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

Obligations of Customer:

Customer Information (Defined below) shall be revised by Customer at their sole discretion and updated electronically via ProSites’ website. Customer will be solely responsible for all content and agrees to hold ProSites harmless from any liability arising from Customer Information. Manual revisions and custom modifications may be submitted to ProSites but may be subject to additional charges. Customer agrees to abide by rules and standards of publication as noted under "Standards". ProSites reserves the right to refuse or discontinue the services for any Customer Information, which does not comply with ProSites’ Standards. Customer shall regularly monitor and maintain its Customer Information on its website and ProSites shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Obligations of ProSites:

ProSites shall provide a website for the Customer to facilitate the deliverance of the website content as agreed upon. The Customer's website (including all graphical content and related HTML coding provided by ProSites) is the property of ProSites and the Customer has no rights to the website beyond the terms of its subscription. ProSites will provide for Customer the use of various website designs. Various content will be provided for Customer to choose from, including, but not limited to default content, articles, sample verbiage for descriptions of various sections of the site (e.g., procedure or service descriptions, FAQs, etc.). Customer will be allowed to modify, add or delete most content. ProSites will provide software, services and support for all sites. ProSites will provide passworded protection for the Customer for access to make additions/deletions to the Customer's site content. Customer agrees all design features and source code (html) associated with the website, apart from the client name and Customer information, are the property of ProSites. Upon execution of this Agreement, ProSites shall load, in HTML format, Customer's Information (noted below) onto the Customer's website in accordance with ProSites procedures. Customer shall be solely responsible for all content (Customer Information). Although ProSites shall use reasonable efforts to protect the Customer's website from unauthorized access by third parties, Customer acknowledges that, because of the nature of the World Wide Web, Customer Information residing on its website cannot be protected from alteration or destruction by third parties. Customer shall regularly monitor and maintain its Customer Information on its website and ProSites shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Newsletter:

ProSites may provide Customer with various articles to choose from for inclusion on its site. It will allow the Customer to add/delete/modify the articles as it chooses. The Customer will be allowed to write his or her own articles for inclusion on the site. Customer has the responsibility of verifying all content included in this area. ProSites will not be responsible for any content included in the articles written, including any changes made by Customer. Use of the newsletter articles by any other delivery method than the Customer's ProSites website is prohibited without the express written consent of ProSites.

Standards:

ProSites reserves the right to create the standards required for use of its subscription service. Any content deemed inappropriate for professional websites may be removed from the Customer's site. Notification will be given to Customer should such actions be required.

Customer Information:

Customer Information includes, but is not limited to, any information provided to ProSites either through modifications of provided content, additions of own content, or acceptance of provided content. Therefore, Customer is responsible for all content on the site, whether added, modified or chosen from provided content.

Warranty and Limitation of Liability:

ProSites warrants that the services will conform to their description and will be free from defects in material and workmanship at the moment the particular services are completed by ProSites. Except for the above express limited warranty, ProSites makes, and Customer receives, no warranty or guaranty with respect to the services and/or the Customer information, express, implied, statutory, or in any other provision of this agreement or communication with Customer, and ProSites specifically disclaims any implied warranty of merchantability or fitness for a particular purpose. ProSites expressly disclaims any liability for Customer information stored on the Customer's web site, including, without limitation, any damage or destruction of Customer information and/or the services, any unauthorized use by any third party of any Customer information and any violation of any property rights of Customer or any third party in the Customer information. It shall be Customer's sole duty and liability to monitor the Customer information to maintain its accuracy and completeness on its website and to make all corrections, modifications, repairs and replacements which may be required in order to maintain the Customer information on its website. Any claim by Customer on account of breach of warranty shall be waived conclusively unless Customer gives ProSites written notice thereof within thirty (30) days of performance of the alleged defective Services by ProSites. ProSites shall not be responsible or liable to Customer or to any third party for any lost profits, or incidental, consequential, indirect, special or contingent damages for any breach of warranty or other breach of ProSites’ obligations hereunder, ProSites’ liability and Customer's exclusive remedy being limited to ProSites’ choice of: (i) reperformance of the Services in order to correct any such defect; (ii) the repayment of the Fees for the defective Services, or (iii) the granting of a reasonable allowance on account of such defects. ProSites shall be given a reasonable opportunity to investigate all claims and to inspect allegedly defective Services. Customer agrees to and hereby does indemnify, defend and hold ProSites, its directors, officers, employees, agents and computer and other consultants and advisors free and harmless from and against any and all loss, claim, damage, expense, penalty, demand, reparation, cost of defense, attorney's fees or liability whatsoever (whether paid or credited under settlement, order, judgment or otherwise) arising out of or in any way caused by or connected with the Services furnished pursuant to this Agreement and/or the Customer Information, excluding only any claim within the scope of the limited warranty and remedy here in above set forth in this Section.

Should the above be limited or excluded by law of the Customer's domicile, the invalidity of such terms and conditions shall in no way invalidate any other conditions in this agreement. Customer agrees to hold ProSites harmless from any claims of infringement or defamation with regards to the names any other unique materials specified by Customer for the Website. Customer agrees not to modify the software or examine, copy, or reverse engineer the source code of the software in any way, or to allow any other person to do so.

Term and Termination:

The initial term of this Agreement shall be for a period of one (1) month from the Effective Date or such longer terms agreed to in writing. If Customer pre-pays for access to the Service in advance, the term of this Agreement shall match the term for which pre-payment were received or as contractually agreed to in writing. This Agreement can be extended by Customer by paying, in advance, the renewal fees in existence at the time of renewal, unless previously agreed upon through promotional offers. No termination or expiration of this Agreement shall abridge or deprive either party of any remedy it may have against the other party arising out of this Agreement or as a matter of law or otherwise. With the exception of Services for which there is a separate Agreement, Customer may Terminate this Agreement by providing notice 30 days or more before the next billing date. The Effective Start Date is the date Customer signs up for the subscription service. Initial setup fees are non-refundable due to the nature of the labor intensive design services being rendered by ProSites. Notwithstanding the foregoing, this Agreement may be terminated by either party, upon written notice, if the other party breaches any material term of this Agreement and fails to cure that breach within fifteen (15) days of receipt of written notice thereof.

Miscellaneous:

This Agreement and the rights and obligations set forth herein may not be assigned, in whole or in part, by Customer without ProSites’ prior written consent. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, however, some Services may require additional terms. This Agreement shall be governed by and construed in accordance with the laws of the State of California, including, without limitation, those relating to conflict of laws. Any lawsuit or action brought by any of the parties hereto, shall be filed and adjudicated in Riverside County, California. This Agreement may be amended only in a writing that has been executed by duly authorized officers of the parties and shall not be amended or deemed amended by subsequent conduct of either party or any course of dealings between the parties. The parties agree that (i) there shall be no oral agreements between the parties, whether or not related to this Agreement or the subject matter hereof, and whether or not allegedly entered into prior, during or subsequent to the term hereof; and (ii) in order for any agreement to be effective between the parties, whether prior, during or subsequent to the term hereof, it shall be set forth in writing and executed by duly authorized representatives of the parties. If litigation occurs between the parties relating to this Agreement, and ProSites is the prevailing party, it shall be entitled to its reasonable attorneys' fees, expert witness fees and costs of suit. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of or acquiescence in or to such provision. All notices given hereunder shall be in writing and shall be delivered personally or sent via receipted private courier or by United States Postal Service certified or registered mail, postage prepaid and return receipt requested, to the address or addresses set forth in this Agreement, or to such other address as a party may notify the other party in writing. Any such notice shall be deemed to be properly given (i) if delivered personally, upon written acknowledgment of receipt after delivery to the address specified; or (ii) if sent by courier or posted, the earlier of the actual date of delivery or three (3) days from the date posted.

Price and Payment:

The fees and charges agreed upon for the Services shall apply to the first year of the term of this Agreement. Thereafter, the fees and charges may be increased or decreased by ProSites. Changes to fees are effective after we provide you with at least thirty days' (30) written notice. All fees are quoted in U.S. Dollars. Customer is responsible for paying all fees and applicable taxes associated with services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

Bills are due and payable by Customer upon presentation. Delinquent accounts are subject to deactivation at any time. Customer agrees payment is nonrefundable, except as provided in special promotions or as noted above. All annual subscription charges must be paid in advance (including renewals and upgrades, as provided). The Company may in its absolute discretion charge Customer interest on any account unpaid on the due date at a rate of 3% annually from the due date until the account is paid in full by Customer.

ProSites ANTI-SPAM POLICY

ProSites prohibits the use of the Service in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial email ("Spam").

You may not use the Service to send Spam. You also may not deliver Spam or cause Spam to be delivered to any of ProSites' Services or customers.

In addition, email sent, or caused to be sent, to or through the Service may not:

  1. Use or contain invalid or forged headers;
  2. Use or contain invalid or non-existent domain names;
  3. Employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path;
  4. Use other means of deceptive addressing;
  5. Use a third party's internet domain name, or be relayed from or through a third party's equipment, without permission of the third party;
  6. Contain false or misleading information in the subject line or otherwise contain false or misleading content;
  7. Fail to comply with additional technical standards described below; or
  8. Otherwise violate the applicable Terms of Use for the Service.

ProSites does not authorize the harvesting, mining or collection of email addresses or other information from or through the Service. ProSites does not permit or authorize others to use the Service to collect, compile or obtain any information about ProSites’ customers or subscribers, including but not limited to subscriber email addresses, which are ProSites' confidential and proprietary information. Use of the Service is also subject to the applicable Privacy Statement and Terms of Use.

ProSites does not permit or authorize any attempt to use the Service in a manner that could damage, disable, overburden or impair any aspect of any of the Service, or that could interfere with any other party's use and enjoyment of any Service.

If ProSites believes that unauthorized or improper use is being made of any Service, it may, without notice, take such action as it, in its sole discretion, deems appropriate, including blocking messages from a particular internet domain, mail server or IP address. ProSites may immediately terminate any account on any Service which it determines, in its sole discretion, is transmitting or is otherwise connected with any email that violates this policy.

Nothing in this policy is intended to grant any right to transmit or send email to, or through, the Service. Failure to enforce this policy in every instance does not amount to a waiver of ProSites' rights.

Unauthorized use of the Service in connection with the transmission of unsolicited email, including the transmission of email in violation of this policy, may result in civil, criminal, or administrative penalties against the sender and those assisting the sender. The CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act) establishes requirements for those who send commercial email, spells out penalties for spammers and companies whose products are advertised in spam if they violate the law, and gives consumers the right to ask emailers to stop spamming them.



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