Hello and welcome to the Prose Pivot Website Terms of Use (“Terms of Use”) that applies to prosepivot.com and any website where we display these terms (each a "Site"). Prose Pivot Technology LLC ("Prose Pivot" or “we”) operates each Site to provide online access to information about Prose Pivot and the products, services, and opportunities we offer.

Please note, use of the Prose Pivot Subscription Services (free or paid) is governed by our Customer Terms of Service

By accessing and using a Site, you agree to these Terms of Use and to our Privacy Policy

We reserve the right to modify these Terms of Use at any time without giving you prior notice. Your use of a Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use, as modified. The last date these Terms of Use were revised is set forth above, so be sure to check back for updates.

Since our Terms of Use govern your use of a Site, please be sure to read the Terms of Use carefully, which includes the following sections:

1. Permitted Use of a Site
2. Prohibited Use of a Site
3. Copyrights and Trademarks
4. Information and Materials You Post or Provide
5. Links to Third-Party Web Sites
6. Downloading Files
7. Disclaimers; Limitations of Liability
8. Indemnification
9. Additional Terms
10. General Provisions

1.  Permitted Use of a Site

You may use a Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on a Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about Prose Pivot and the products, services, and opportunities we offer solely in compliance with these Terms of Use.

2.  Prohibited Use of a Site

By accessing a Site, you agree that you will not:

1. Use a Site in violation of these Terms of Use;
2. Use a Site in violation of the terms of Prose Pivot's Acceptable Use Policy at http://legal.prosepivot.com/acceptable-use.html.
3. Copy, modify, create a derivative work from, reverse engineer or reverse assemble a Site, or otherwise attempt to discover any source code, or allow any third party to do so;
4. Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Site in any way;
5. Use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses a Site in a manner that sends more request messages to the servers hosting Prose Pivot’s products, services, and Sites, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
6. Use a Site in any manner that damages, disables, overburdens, or impairs any Prose Pivot website or interferes with any other party's use and enjoyment of a Site;
7. Mirror or frame a Site or any part of it on any other web site or web page.
8. Attempt to gain unauthorized access to a Site;
9. Access a Site by any means other than through the interface that is provided by Prose Pivot for use in accessing a Site;
10. Use a Site for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Content or a Site may violate patent, copyright, trademark, and other laws.

3.  Copyrights and Trademarks

Each Site is based upon proprietary Prose Pivot technology and includes the Content. Each Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. Each Site, including all intellectual property rights in a Site, belongs to and is the property of Prose Pivot or its licensors (if any). Prose Pivot owns and retains all of its copyrights in the Content. Except as specifically permitted on a Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or a Site, in whole or in part, by any means. Prose Pivot, the P and reversed P design, the Prose Pivot logos, and our other marks used by Prose Pivot from time to time, including those included on our trademarks page. Trademarks are trademarks and the property of Prose Pivot. The appearance, layout, color scheme, and design of the prosepivot.com site are protected trade dress. You do not receive any right or license to use the foregoing. Prose Pivot may use and incorporate into a Site or the Prose Pivot Service any suggestions or other feedback you provide, without payment or condition.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on a Site or the Service should be sent to Prose Pivot's designated Copyright Agent. See the Claims of Copyright Infringement instructions.

4.  Information and Materials You Post or Provide

You represent that you have all right, title, and interest to materials you post on a Site or provide to Prose Pivot ("Materials"), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials. You also represent that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate Materials provided through or disclosed by you.

You represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit. You also represent the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly or with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

5.  Links to Third-Party Web Sites

Links on a Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site and be subject to the terms and privacy policies of those third parties. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Prose Pivot of the third party, the third-party web site, or the information there. Prose Pivot is not responsible for the availability of any such web sites. Prose Pivot is not responsible or liable for any such web sites or the content thereon.

6.  Downloading Files

Prose Pivot cannot and does not guarantee or warrant that files available for downloading through a Site will be free of infection by software viruses or other harmful computer code, files or programs.

7.  Disclaimers; Limitations of Liability

PROSE PIVOT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF A SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, AND RELATED CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. PROSE PIVOT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO A SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROSE PIVOT IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROSE PIVOT AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF A SITE, WITH THE DELAY OR INABILITY TO USE A SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF A SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF PROSE PIVOT OR ANY OF PROSE PIVOT'S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, PROSE PIVOT IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF PROSE PIVOT AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

8.  Indemnification

You understand and agree that you are personally responsible for your behavior on a Site. You agree to indemnify, defend and hold harmless Prose Pivot, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use a Site or the Content, or any violation by you of these Terms of Use.

9.  Additional Terms

• Customer Terms of Service. If you are a customer of Prose Pivot, or an employee, representative or agent of a Prose Pivot customer, your use of the Prose Pivot Subscription Service is subject to the Prose Pivot Customer Terms of Service.

9.  General Provisions

• Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Prose Pivot of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
• Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
• Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, Prose Pivot's Privacy Policy, your use of a Site, any other Prose Pivot web site or the Content are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Georgia, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Atlanta, Georgia in the event of any dispute of any kind arising from or relating to these Terms of Use, Prose Pivot's Privacy Policy, your use of a Site, any other Prose Pivot web site or the Content.

  

If you have any questions or suggestions about the Website Terms of Use, do not hesitate to contact us at legal@prosepivot.com