Your access to this software platform and its related websites and applications (the "Apps"), its related Content (as defined, below), and/or the products and services provided to you by Protawn Corporation, including its subsidiaries and affiliates ("Protawn"), (collectively, the "Protawn Products & Services") is administrated by a licence between Protawn and you, your employer, or the company that you represent (the "License Firm").
Your access to and use of Protawn Products & Services is governed by the license agreement between Protawn and the License Firm (the "Principal Agreement"). Consequently, these Protawn Terms of Use (the "Terms of Use") apply to your access to and use of the Protawn Products & Services, so long as they do not conflict with the Principal Agreement. By engaging the Protawn Products & Services, you agree to be bound by the applicable Principal Agreement and/or these Terms of Use.
Your access to and use of the Protawn Products & Services will expose you information and data, text, code, images and graphics, reports, and other materials (collectively, the "Content Assets"). All right, title, and interest in/to the Protawn Products & Services are, and will remain, the exclusive property of Protawn and its licensors. You may not reproduce, modify, distribute, transfer, transmit, sell, publicly display/demonstrate, or produce derivative products/services from the Protawn Products & Services, except as expressly permitted by these Terms of Use.
You agree not to use the Apps to:
You acknowledge that Protawn has the right, but not the obligation, to monitor your access to and use of the Protawn Products & Services to ensure your compliance with the Terms of Use and/or comply with applicable law, court order, or by order of government.
Protawn reserves the right to edit and delete Content that violates the Terms of Use and terminate your access to the Apps at any time. By violating the Terms of Use, you may be subject to disciplinary action. This action may include the revocation of your account and denial of access to your wider organization or License Firm, for an indefinite period.
Protawn owns all Content that is submitted to the Apps (including, but not limited to text, images, and data derived from user interaction). Protawn reserves the right to extend such Content rights to vendors, on whom it relies to store data, accelerate delivery, or otherwise manage and optimize the Protawn Products & Services.
Protawn reserves the right to reproduce, modify, publish, create, repurpose, and adapt user-submitted content that exists in the Apps and use it to create derivative works, which it may communicate internally or externally and/or use to produce commercial products.
You agree not to provide competitors of Protawn with any information, either directly or indirectly, that you obtain while using the Apps. Protawn reserves the right to investigate violations of the Terms of Use and, either directly or through the involvement of law enforcement authorities, prosecute violators of the Terms of Use.
You agree to the following:
You agree not to do any of the following:
Protawn Premium users are required to enter and maintain valid credit card and billing information as a fundamental condition of holding an account with us. This is intended both to facilitate future transactions as well as provide further evidence of the legitimacy of your organization.
Please note that a one-time transaction (a minor charge which will be subsequently reversed) may be required in order to validate your credit card. However, you will not otherwise be billed when establishing a Protawn Premium account. All paid transactions (including recurring ones) will be explicitly stated, prior to you completing them.
Protawn reserves the right to modify its billing terms, including payment and deposit requirements, at any time and such modified terms will be conveyed to you via email or through notices posted on/in the Apps. If you choose not to consent to such modified terms, you may terminate or renegotiate the program by providing written notice to Protawn within thirty (30) days.
Recurring transactions, for services such as monthly subscriptions, may be terminated at any time. However, termination of such services may only be executed at the end of the following billing period. You agree to forfeit any fees incurred between the date that you terminate the agreement and the conclusion of the current billing cycle.
Your access to and use of the Protawn Products & Services will expose you to information that is confidential to Protawn ("Confidential Information"). Confidential Information encompasses information that is clearly identified as such or any written/oral communication which, based on the way it was exposed, could reasonably be expected to be considered confidential.
You agree not to disclose such Confidential Information to any third party, unless you are required to by law, court order, or by order of government. In any such case, you must first provide Protawn with sufficient, prompt written notice and have made reasonable effort to obtain a protective order stipulating that the Confidential Information be used only for the purpose for which the order was issued.
The Protawn Products & Services are not available to competitors of Protawn. Competitors of Protawn are hereby expressly prohibited from using or accessing the Protawn Products & Services either directly, by obtaining a Licence, or indirectly, through the proxy of a Licence Firm. By accessing the Apps, you certify that you are not a competitor of Protawn and you will not share or otherwise disclose the Protawn Products & Services or Content with a competitor or Protawn. Moreover, you agree that you will not engage in competitive business with Protawn at any point in the future.
Protawn will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from your access to, use of, inability to access, or inability to use the Protawn Products & Services, whether based on warranty, contract, tort (including negligence) or any other legal theory, irrespective of whether or not Protawn has been informed or is aware of the possibility of such damage.
Your access to and use of the Protawn Products & Services is at your own risk. Protawn will not be held responsible for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Protawn Products & Services. Protawn does not guarantee the accuracy or validity of any Content. Protawn is not responsible for any Content disseminated through its Apps.
The Protawn Products & Services are provided "as-is" without warranty or condition of any kind, either express or implied. With limiting the foregoing, Protawn explicitly disclaims any warranties of merchantability, fitness for a particular purpose, enjoyment or non-infringement.
Protawn makes no warranty that the Apps or Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Protawn makes no warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability or any information or data obtained through the Protawn Products & Services.
You agree that Protawn is not responsible for the functionality and/or performance of third party platforms that it uses to manage, deliver, facilitate, or optimize the Apps.
You agree to defend, indemnify, and hold harmless Protawn, its directors, officers, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees), arising from your violation of the Terms of Use and/or applicable law.
If you violate any of the Terms of Use, you will no longer be permitted access to or use of the Protawn Products & Services, effectively immediately.
The Terms of Use, and any action related thereto, will be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action arising under the Terms of Use or related thereto will be the provincial courts located in Toronto, Canada. Each of the parties waives any objection to jurisdiction and venue in such courts.