Website Terms of Use

1. Terms

By accessing or using this website, including any website owned or operated by Proacure or its affiliates (collectively, the "Site") in any manner, you are agreeing to be bound by these Website Terms of Use (the "Terms") without any modification and to the exclusion of all other terms. You agree that you will be responsible for compliance with all applicable laws and regulations, including any applicable local laws. If you do not agree with any of these Terms, then you are prohibited from using or accessing the Site. The materials contained on the Site are protected by applicable copyright and trademark law and other applicable proprietary rights and laws. If you are entering into these Terms on behalf of an entity, then you represent and warrant that you are authorized to bind such entity to these Terms.

The Site is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are at least 13 years old, you are of legal age to agree to these terms and conditions or you have your parents' permission to do so, and that all information you submit on the Site is accurate and truthful. Proacure may, in its sole discretion, refuse to offer the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

2. Use license

Subject to your full compliance with these Terms, permission is granted to temporarily access the information, materials, and other content on the Site (the "Content") for personal, noncommercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

• modify or copy the Content;
• use the Content for any commercial purpose, or for any public display (commercial or noncommercial);
• attempt to decompile or reverse engineer any software contained on the Site (except to the extent such restriction is prohibited by applicable law);
• remove any copyright or other proprietary notations from the Content; or
• transfer the Content to another person or "mirror" the Content on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Proacure at any time. Upon terminating your viewing of the Site or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format. Proacure and its licensors own all Content.

Without limiting the foregoing, you shall not (and shall not permit any third party to) take any action or upload, download, post, submit, or otherwise distribute (or facilitate distribution of) any Content on or through the Site, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unauthorized or unsolicited advertising, junk, spam or bulk email;
• involves commercial activities and/or sales without Proacure's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of the Site or any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to the Site or any system, data, password or other information of Proacure or any third party; or
• impersonates any person or entity, including any employee or representative of Proacure.

Additionally, you shall not:

• take any action that imposes or may impose (as determined by Proacure in its sole discretion) an unreasonable or disproportionately large load on Proacure's (or its third party providers') infrastructure;
• interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;
• bypass any measures Proacure may use to prevent or restrict access to the Site (or other accounts, computer systems or networks connected to the Site); or
• use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site (except for ordinary search engine indexing).

3. Forms and site tools

Certain parts of the Site (such as demo requests, contact forms, newsletter signup, or the savings estimator) may ask you to provide information. You shall provide accurate, complete, and updated information. You are solely responsible for activity that occurs in connection with information you submit. You will immediately notify Proacure in writing of any unauthorized use of your information or any other security breach related to the Site of which you are aware.

4. User submissions

The Site may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, "posting") data, text, or other information or content to the Site ("User Submissions"), including through forms and tools on the Site. By posting User Submissions on or at the Site, you agree to the following:

• By submitting the User Submissions to Proacure, or displaying, publishing, or otherwise posting any content on or through the Site, you hereby do and shall grant Proacure a worldwide, nonexclusive, perpetual, irrevocable, royalty free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, and Proacure's (and its successors' and assigns') business, including without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. For clarity, the foregoing license grant to Proacure does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
• You represent and warrant that you own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by Proacure will not infringe or violate the rights of any third party; and
• You acknowledge and agree that: (i) without limiting the licenses granted by you to Proacure with respect to your User Submissions, Proacure shall have the right to reformat, excerpt, or translate your User Submissions; (ii) all information posted or transmitted through the Site is the sole responsibility of the person from which such content originated; and (iii) Proacure will not be liable for any errors or omissions in any User Submission.

You hereby grant Proacure a royalty free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site any suggestions, enhancement requests, recommendations or other feedback that you provide to Proacure relating to the operation of the Site.

Proacure does not endorse and has no control over any User Submission. You acknowledge that all Content accessed by you using the Site and all User Submissions provided by you are at your own risk, and you will be solely responsible for any damage or loss to any party resulting therefrom. Proacure has no obligation to monitor the Site for User Submissions and may remove any User Submission at any time for any reason, or for no reason at all.

5. Disclaimer

THE SITE AND ALL CONTENT ON THE SITE (INCLUDING WITHOUT LIMITATION ANY USER SUBMISSIONS) ARE PROVIDED "AS IS". PROACURE MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, PROACURE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE CONTENT ON THE SITE, OR OTHERWISE RELATING TO CONTENT ON ANY SITES LINKED TO THIS SITE.

Without limiting the foregoing, any savings estimates, case studies, benchmarks, or other results described on the Site are for general information only and do not guarantee outcomes for your organization.

6. Limitations

In no event shall Proacure or its directors, employees, agents, partners, or suppliers be liable under any contract, tort, strict liability, negligence or other legal or equitable theory with respect to the Site or your use thereof for any direct damages in excess of one hundred U.S. dollars ($100.00), or for any special, incidental, indirect, consequential or punitive damages, or for lost profits, lost opportunities, or interruption of business, even if Proacure or a Proacure authorized representative has been notified of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

7. Revisions and errata

The Content appearing on the Site could include technical, typographical, or photographic errors. Proacure does not warrant that any of the Content on its Site is accurate, complete, or current. Proacure may make changes to the Content contained on its Site at any time without notice; however, Proacure does not make any commitment to update the Content.

8. Links

Proacure has not reviewed all of the websites linked to the Site and is not responsible for the contents of any such linked website. The inclusion of any link does not imply endorsement by Proacure of such linked website. Use of any such linked website is at the user's own risk, and you acknowledge that Proacure 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 your use of such linked websites or any content or materials contained therein.

9. Indemnification

You shall defend, indemnify, and hold harmless Proacure, its affiliates and each of its, and its affiliates', employees, contractors, directors, suppliers and representatives from and against all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use or misuse of, or access to, the Site or otherwise from your User Submissions, (ii) your violation of these Terms, or (iii) infringement by you of any intellectual property or other right of any person or entity. Proacure reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Proacure in asserting any available defenses.

10. Modifications to Site Terms

Proacure may revise these Terms at any time without notice by posting new terms and conditions to the Site. It is your responsibility to check the Terms periodically for changes. By using the Site, you are agreeing to be bound by the then current version of these Terms.

11. Termination

Proacure may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

12. Governing law; dispute resolution

Any claim relating to the Site shall be governed by the laws of the State of California without regard to its conflict of law provisions.

A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Proacure agree that any cause of action arising out of or related to the Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Alameda County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

13. Miscellaneous

These Terms are the entire agreement between you and Proacure with respect to the use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Proacure with respect to the Site. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Proacure shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Proacure's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Proacure's prior written consent. Proacure may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.

14. Digital Millennium Copyright Act (DMCA) Notice

As Proacure asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that any material located on or linked to by or through the Site violates your copyright, you may notify Proacure in accordance with the following policy. The address of Proacure's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this section.

It is Proacure's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for reporting copyright infringements

If you believe that content residing on or accessible through the Site infringes a copyright, please send a written notice of copyright infringement containing the following information to the Designated Agent listed below:

• A physical or electronic signature of the owner of the copyright that has been allegedly infringed, or a person authorized to act on such person's behalf;
• Identification of the copyrighted works or materials allegedly being infringed;
• Identification of the content that is claimed to be infringing including information regarding the exact location of the content that the copyright owner seeks to have removed, with sufficient detail so that Proacure is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number, and email address;
• A statement that the notifier has a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate, and that the notifying party is the copyright owner or is authorized to make the complaint on behalf of the copyright owner.

B. Once proper bona fide infringement notification is received

It is Proacure's policy:

• to remove or disable access to the infringing content;
• to notify the content provider, member or user that it has removed or disabled access to the content; and
• that repeat offenders will have the infringing content removed from the system and that Proacure will terminate such content provider's, member's, or user's access to the service.

C. Procedure to supply a counter notice

If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter notice containing the following information to the Designated Agent listed below:

• A physical or electronic signature of the content provider, member or user;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Content provider's, member's or user's name, address, telephone number, and email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which Proacure is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter notice is received by the Designated Agent, Proacure may send a copy of the counter notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter notice, at Proacure's discretion.

Designated Agent to Receive Notification of Claimed Infringement:
Proacure
ATTN: Legal Department
4900 Hopyard Rd Suite 100
Pleasanton, CA 94588 USA
info@proacure.com

15. Contact us

If you have any questions regarding these Terms, the Proacure Privacy Policy (which is hereby incorporated into these Terms by this reference), or the information practices of the Site, please contact Proacure by mailing:

Proacure
ATTN: Legal Department
4900 Hopyard Rd Suite 100
Pleasanton, CA 94588 USA
info@proacure.com