1. ACCEPTANCE OF TERMS
Proposal Tech provides its service to you, subject to the following Terms of Service (“TOS”), which may be updated by us from time to time with notice to you. In addition, when using particular Proposal Tech services, you and Proposal Tech shall be subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.
2. DESCRIPTION OF SERVICE
Proposal Tech currently provides users with access to a collection of on-line resources, including, various communications tools, online forums, database services, and personalized content through its network of properties (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Proposal Tech properties, shall be subject to the TOS. You understand and agree that the Service is provided “AS-IS”.
In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and internet connection. You recognize that system response time is dependent on your connection to the Internet. Delays that occur are outside of the control of Proposal Tech must be resolved with your Internet Service Provider.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Proposal Tech has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Proposal Tech has the right to suspend your account and refuse any and all current or future use of the Service (or any portion thereof). Proposal Tech is concerned about the safety and privacy of all its users and their respective information.
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account except to the extent due to a failure to conform with the Service Levels or any other technical error with the Services or related systems procured by ProposalTech. You agree to (a) immediately notify Proposal Tech of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Proposal Tech cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. MEMBER CONDUCT
You understand that all information, data, text, software, graphics, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Proposal Tech, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. Proposal Tech does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Proposal Tech be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of your improper use of any Content posted, emailed or otherwise transmitted via the Service.
You agree to not use the Service to:
a) upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b) impersonate any person or entity, including, but not limited to, a Proposal Tech official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
c) manipulate codes in order to disguise the origin of any Content transmitted through the Service;
d) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
e) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
f) upload, post, email or otherwise transmit any material that 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;
g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
h) intentionally or unintentionally violate any applicable local, state, national or international law;
i) You acknowledge that Proposal Tech does not pre-screen Content, but that Proposal Tech and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, Proposal Tech and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content;
j) You acknowledge and agree that Proposal Tech may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Proposal Tech, its users and the public.
k) You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree to indemnify and hold Proposal Tech, and its subsidiaries, affiliates, officers, and employees, harmless from any third party claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another, but, there shall be no such indemnification or hold harmless obligation if you do not receive timely notice of such third party claim.
9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
10. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Proposal Tech may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that files, message board postings or other uploaded Content will be retained by the Service and the maximum disk space that will be allotted on Service’s servers on your behalf. You further acknowledge that Proposal Tech reserves the right to change these general practices and limits at any time, in its sole discretion, with notice to a recognized contact person. You have the sole responsibility to notify Proposal Tech of any changes in this contact person.
11. MODIFICATIONS TO SERVICE
Proposal Tech reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. You agree that Proposal Tech shall not be liable to you or to any third party for any modification of the Service.
Termination can be initiated by either party by written notice only, except that any termination by Proposal Tech shall be upon no less than thirty (30) days prior written notice pursuant to the paragraph of Section E of the Contract for Online Services, entitled “Termination Without Cause”. The term of the contract is noted above..
The Service may provide, in the course of project work, links to other World Wide Web sites or resources. Because Proposal Tech has no control over such sites and resources, you acknowledge and agree that Proposal Tech is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Proposal Tech shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
14. PROPOSAL TECH’S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software or proprietary business methods and/or concepts used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Proposal Tech, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
Proposal Tech grants each registered user a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that users do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Proposal Tech for use in accessing the Service.
With respect to the proceeds of any Services provided by Proposal Tech pursuant to this Agreement, including without limitation any written reports or data generated in response to or the result of Your use of the Service, You shall own all right, title and interest (including, but not limited to, copyrights, trade secret rights, trademark rights and all other rights of any sort throughout the world) in and to any and such materials as delivered to you by Proposal Tech (collectively, “Work Product”). For the sake of clarity, Work Product shall not include any Software, any derivative works based upon the Software, or any proprietary methods, tools, or technology utilized by Proposal Tech to perform the Services and/or create the Work Product.
Proposal Tech shall execute such further documentation or take such further commercially reasonable acts as You may from time to time reasonably request to effect and carry out the intent of this Section and/or to perfect and maintain Your rights in any Work Product, without charge to You. Proposal Tech hereby irrevocably designates and appoints You as Proposal Tech’s agent and attorney-in-fact to act for and in Proposal Tech’s behalf to execute and file any document and to do all other lawfully permitted acts to effect and carry out the intent of this Section, with the same legal force and effect as if executed by Proposal Tech.
Proposal Tech reserves all rights not expressly granted to You pursuant to this Agreement, including without limitation any and all intellectual property rights in and to the Software, the Service, and/or any other related proprietary information, work processes, tools, technology, and/or other ideas of Proposal Tech that Proposal Tech may utilize in providing the Service, as well as any and all improvements or modifications thereto and/or extensions thereof created during the Term.
15. WARRANTIES AND DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROPOSAL TECH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) PROPOSAL TECH MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE 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 THE DOWNLOAD OF ANY SUCH MATERIAL.
d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROPOSAL TECH OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, PROPOSALTECH WILL CONFORM WITH THE SERVICE LEVEL AGREEMENTS.
16. LIMITATION OF LIABILITY
a) SUBJECT TO THE PROVISIONS OF SUB-PARAGRAPH c) OF THIS PARAGRAPH, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, SPECIAL CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) SUBJECT TO THE PROVISIONS OF SUB-PARAGRAPH c) OF THIS PARAGRAPH, BOTH PARTIES EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROPOSAL TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE
c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO EITHER PARTY’S LIABILITY FOR DAMAGES DIRECTLY ARISING FROM THAT PARTY’S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFCIATION OBLIGATIONS UNDER THIS AGREEMENT.
17. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 16 MAY NOT APPLY.
Notices to you may be made via either email or posted directly on the website at www.proposaltech.com. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.
19. TRADEMARK INFORMATION
Proposal Tech, the Proposal Tech logo, ProposalLink, ProposalQuick and product and service names are trademarks of Proposal Technologies Network, Inc. (the “Proposal Tech Marks”). Without Proposal Tech’s prior permission, you agree not to display or use in any manner, the Proposal Tech Marks.
20. GENERAL INFORMATION
This Agreement, including these TOS, constitutes the entire agreement between you and Proposal Tech and govern your use of the Service, superseding any prior agreements between you and Proposal Tech. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and Proposal Tech shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Proposal Tech agree to submit to the personal and exclusive jurisdiction of the Federal and State courts located within or covering the County of Orange, California. The failure of either party to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
The section titles in the TOS are for convenience only and have no legal or contractual effect.