Click-through Terms & Conditions for Product Management University On-Demand

Thank you for subscribing to Product Management University On-Demand (the “application”). This application license agreement (“Agreement”) is a legal agreement between you (“you”, “licensee”), and Proficientz, Inc. (“Developer”, “we”, “our” “us”) that describes the terms and conditions applicable to your use of the Application. By clicking ACCEPT, you indicate that you have read and understood and assent to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Application, and you will not be able to access or use the Application.

SUBSCRIPTION GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Developer grants you a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 4), to electronically access and use the Application for which the applicable fee has been paid by you.

In addition to the Product Management University On-Demand application, the term Application includes any other programs, tools, internet-based services, components and any updates (for example, Application maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Application that Developer provides or makes available to you.

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for public use; (ii) use content from this application to create or facilitate any training programs covering the same subject matter as PROFICIENTZ training programs. (iii) upload, post, transmit, resell or distribute in any way the material from the Product Management University On-Demand site; (iv) permit any third party to benefit from the use or functionality of the Application via a rental, lease, timesharing, service bureau, or other arrangement; (v) transfer any of the rights granted to you under this Agreement; (vi) work around any technical limitations in the Application, use any tool to enable features or functionalities that are otherwise disabled in the Application, or decompile, disassemble, or otherwise reverse engineer the Application except as otherwise permitted by applicable law; (vii) perform or attempt to perform any actions that would interfere with the proper working of the Application, prevent access to or the use of the Application by Developer’s other subscribers or customers, or impose an unreasonable or disproportionately large load on Developer’s infrastructure; or (viii) otherwise use the Application except as expressly allowed under this Section 2.

RESERVATION OF RIGHTS AND OWNERSHIP. Developer reserves all rights not expressly granted to you in this Agreement. The Application is protected by copyright, trade secret and other intellectual property laws. Developer and its licensors own the title, copyright, and other worldwide intellectual property rights in the Application and all copies of the Application. This Agreement does not grant you any rights to trademarks or service marks of Developer.

SUBSCRIPTION. The Application is licensed on a subscription basis. The Application will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Application and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the Application. Access to the Application will begin (i) for trial versions after your acceptance of this Agreement and after Developer receives and processes all the information, requested in the registration process; and (ii) for paid for versions after your acceptance of this Agreement and after Developer receives and processes all the information, including the credit card or bank account information requested by the registration process. You must have a valid credit card with an American Express, Visa or MasterCard logo (“Card”) to pay for the subscription fee to obtain access to the Application. The payment information you provide must be accurate and complete.

 

REGISTRATION. You must register to use the Application and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Developer has reasonable grounds to suspect the Registration Data is inaccurate, not current or incomplete, Developer may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Application or Services (or any portion thereof).

 

PRIVACY.  Developer shares your information with no one, under any circumstances, unless you expressly grant permission or unless disclosure of your information is required by court order.  Developer may contact you from time to time to communicate updates and events that may be relevant to your organization or subscription to this Application.

 

USAGE OF (PREPAID) CONSULTING TIME.  If your subscription includes prepaid consulting time, usage of that time will be deducted from your account in 1-hour increments

Additional support time can be purchased a la carte at the then going rate.

 

DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE APPLICATION, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE APPLICATION ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APPLICATION, SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. DEVELOPER DOES NOT WARRANT THAT THE APPLICATION IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS. FURTHER, DEVELOPER DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE APPLICATION OR CONTINUED ACCESS TO ANY TRIAL VERSION OF THE APPLICATION OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE APPLICATION AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE APPLICATION, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

 

LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE CUMULATIVE LIABILITY OF DEVELOPER, ITS SUPPLIERS, AND SERVICES PROVIDERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE APPLICATION, UNLESS OTHERWISE SEPARATELY AGREED BY DEVELOPER IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER, ITS SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, USE OF THE APPLICATION WITH HARDWARE OR OTHER APPLICATION THAT DOES NOT MEET DEVELOPER’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DEVELOPER, ITS SUPPLIERS, SERVICE PROVIDERS, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).

  • Consent to Electronic Communications. Developer may be required by law to send Communications to you that may pertain to the Application, the use of information you may submit to Developer, and the services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Developer, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more websites. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Application and the Online Services and Third Party Services.

 

  • Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and application capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Application for as long as you remain a subscriber to the Application.

 

  • Hardware and Application Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser application that supports 128-bit encryption, and an e-mail address. By selecting the “ACCEPT” button, you are confirming to us that you have the means to access, and to print or download, Communications. Developer does not provide Internet service provider services. You must have your own Internet service provider.

 

  • Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at: inquiry@profientz.com. If you withdraw your consent to receive Communications electronically, we may optionally terminate your use of the Application.

 

  • Changes to Your Email Address. You agree to notify us promptly of any change in your email address.

 

AMENDMENT. Developer shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Developer’s intent that such change substantially affect the license rights granted to Licensee in Section 1 and for which consideration was paid by you) and to change, delete, discontinue, or impose conditions on any feature or aspect of Application and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Developer determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Application or on any Developer sponsored web site. Any use of the Application by you after Developer’s publication of any such changes shall constitute your acceptance of this Agreement as modified.

 

TERMINATION. Your rights under this Agreement may be terminated or suspended by Developer immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 9. Upon termination you must immediately cease using the Application and Services. Any termination of this Agreement shall not affect Developer’s rights hereunder.

 

MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Developer and sets forth the entire liability of Developer, its Suppliers, and service providers, and your exclusive remedy with respect to the Application, and its use. The Suppliers, agents, employees, distributors, and dealers of Developer are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Developer. Any waiver of the terms herein by Developer must be in a writing signed by an authorized officer of Developer and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Georgia law as applied to agreements entered into and to be performed entirely without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means including but not limited to. This Agreement does not limit any rights that Developer may have under trade secret, copyright, patent or other laws.