Effective: February 1, 2018
Terms of Service

Welcome to Prospectworx Corporation (“Prospectworx”). You should read and understand this Terms of Service and Prospectworx’s Privacy Policy before you use any of Prospectworx’s services, including all features and functionalities, our user interfaces such as our website, and all content and software associated therewith (in whole or in part, the “Services”).

1. Acceptance of Terms of Service

By using the Services, you accept and agree to be bound by this Terms of Service, available at www.prospectworx.com/Content/Terms.aspx. If you do not agree to this Terms of Service, you should not use the Services, including our website and software. Questions about the Terms of Service may be sent to info@prospectworx.com. This Terms of Service, together with the Privacy Policy, constitute the entire agreement between you and Prospectworx and supersede any and all previous agreements, written or oral, between you and Prospectworx, including previous versions of the Terms of Service.

2. Changes to Terms of Service

Prospectworx reserves the right, from time to time, with or without notice to you, to change this Terms of Service as well as the Privacy Policy in its sole and absolute discretion. The most current version of this Terms of Service can be reviewed by visiting our website and clicking on “Terms of Service” located at the bottom of the pages of the Prospectworx website. The most current version of the Terms of Service will supersede all previous versions. We will endeavor to post prior version(s) on our website when the Terms of Service are updated.

3. Account Terms Applicable to User

You must be 18 years of age or older to become use the Services. You are responsible for using the Services in a private and secure manner. You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your Prospectworx account. If you disclose your password to anyone or share your account with other people, you take full responsibility for their actions. Prospectworx can refuse registration or cancel an account at its sole discretion at any time. You may not use the Services for any illegal activity or to violate laws in your jurisdiction or to misappropriate the intellectual rights of others. You may not use the Services to distribute unsolicited email (“spam”) or malicious content such as viruses or worms. You may not exploit the Services to access unauthorized information. Abuse or excessively frequent requests to the Prospectworx website or the Services may result in the temporary or permanent suspension of access to the Services. Prospectworx, at its sole discretion, will determine abuse or excessive usage. Prospectworx owns intellectual property rights to any protectable part of the Services, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of the Services owned by Prospectworx. Prospectworx reserves the right to modify, suspend, or discontinue the Services for any reason, with or without notice.

You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services, and email messages, contact lists and other information stored in cloud services of any third party relating to your email accounts or other services with such third party (“Your Content”). Prospectworx reserves the right to access your account in order to respond to your requests for technical support. Prospectworx shall also have the right to collect and analyze Your Content and other data and other information relating to the provision, use and performance of various aspects of the Services (including, without limitation, information concerning Your Content and data derived therefrom), and Prospectworx shall be free (during and after the term hereof) to (i) use Your Content and such other information and data to develop and improve (including for diagnostic and corrective purposes) the Services and other Prospectworx offerings, (ii) disclose Your Content and such other data and information connection with its business including providing the Services to third parties and (iii) otherwise collect, use, share and disclose Your Content and other data and information in the manner described in Prospectworx’s Privacy Policy (available at https://prospectworx.com/privacy).

4. Payment and Fees

To access any of the Services, you must have access to the Internet and must create an account, either on a free or paid basis. To use our paid Services, you must have a current valid accepted payment method as indicated during sign-up. When you subscribe to paid Services, your credit card or other billing method account will be billed according to current Prospectworx rates for the selected plan to prepay for the Services for the current period. Unless you advise Prospectworx before the end of the applicable period, for monthly plans you will be charged subsequently on the same day of each month until the Services are terminated, for annual plans renewals will be charged on same day of the following year to prepay usage of the Services for the next annual service period. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. You shall be responsible for any sales, value added tax or related tax related to your use of the Services and shall pay Prospectworx invoices for such tax upon request. Prospectworx does not provide refunds for the Services. Questions about Prospectworx billing are directed to billing@prospectworx.com.

5. Disclaimer of Warranties

PROSPECTWORX SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND PROSPECTWORX (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. PROSPECTWORX MAKES NO WARRANTY THAT PROSPECTWORX DATA SERVICES (A) WILL MEET YOUR REQUIREMENTS; OR (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, FULLY SECURE, OR ERROR-FREE BASIS.

6. Limitation of Liability and Damages

IN NO EVENT SHALL PROSPECTWORX OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILATIES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARLY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICES INCLUDING LOSS OF USE, DATA OR PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR INTANGIBLE DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES. IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT OF YOUR PREVIOUS THREE (3) MONTHS OF FEES PAID TO PROSPECTWORX, OR, IN THE EVENT NO FEES WERE PAID, FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some states do not allow the exclusion of implied warranties or limitation of liability and damages which means that some of the above limitations may not apply to you. IN THESE STATES, PROSPECTWORX AND THE OTHER PROSPECTWORX PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Indemnification

You shall defend, indemnify and hold Prospectworx harmless from all third party claims, demands or lawsuits related to (i) your use of the Services in violation of this Terms of Service, (ii) your violation of any third party right, including without limitation any right of privacy or intellectual property right; (iii) any other party’s access and use of the Services with your unique username, password or other appropriate security code; (iv) your violation of any applicable law, rule or regulation; or (v) your other access, contribution to, use or misuse of the Services. Prospectworx shall provide notice to you of any such claim, suit or demand. Prospectworx reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist Prospectworx’s defense of such matter.

8. Support

Prospectworx includes access to email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Prospectworx to respond within one business day) concerning the use of Prospectworx. All Prospectworx support will be provided in accordance with Prospectworx standard Prospectworx practices, procedures, and policies.

9. Arbitration; Class Action Waiver

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE, YOUR USE OF THE SERVICES AND ALL RELATED MATTERS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PROSPECTWORX AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS TERMS OF SERVICE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. The arbitration will be administered by the American Arbitration Association (the “AAA”) under (a) its Consumer Arbitration Rules if you are a consumer or (b) its Commercial Arbitration Rules if you are not a consumer. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Terms of Service and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Terms of Service, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Terms of Service will preclude you from bringing issues to the attention of federal, state or local agencies and, if applicable law allows, they can seek relief against us for you. IF YOU ARE A CONSUMER AND DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING THAT YOU DO NOT WANT TO RESOLVE DISPUTES WITH US BY ARBITRATION, AND SUCH NOTICE SHOULD BE DELIVERED BY MAIL TO 800 WILSHIRE BLVD., SUITE 1500, LOS ANGELES, CA 90017, WITHIN THIRTY (30) DAYS OF THE EARLIER OF (A) THE DATE YOU FIRST USE THE SERVICE; AND (B) THE DATE YOU CLICK OR TAP ANY BUTTON OR BOX MARKED “ACCEPT,” “AGREE” OR “OK” (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT.

10. Miscellaneous

This Terms of Service shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws provisions. Exclusive jurisdiction and venue for any action arising under or related to this Terms of Service shall be adjudicated in the state or federal courts located in Los Angeles County, California and each party hereto waives trial by jury. If any provision or provisions of this Terms of Service shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect. Without limitation, a printed version of this Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Prospectworx will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. Any failure of Prospectworx to enforce or exercise a right provided in this Terms of Service is not a waiver of that right. This Terms of Service, including any terms and conditions incorporated herein, is the entire agreement between you and Prospectworx relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Prospectworx relating to such subject matter.

Effective: February 1, 2018

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