Terms of Use

Effective Date:  [ 7/21/2023 ]

IMPORTANT — THIS TERMS OF USE AGREEMENT (“AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) ("YOU" or "YOUR") AND PROPHIA, INC. (HEREINAFTER "COMPANY," "WE", "US" OR “OUR”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR USE OF WWW.[  ].COM AND ANY OTHER WEBSITE OWNED AND OPERATED BY COMPANY (THE "WEBSITE(S)").

1.          Agreement.  BY USING ANY WEBSITES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. WE RESERVE THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME.  IF WE CHANGE THIS AGREEMENT, WE WILL GIVE YOU NOTICE BY POSTING THE REVISED AGREEMENT ON THE APPLICABLE WEBSITE(S).  THOSE CHANGES WILL GO INTO EFFECT ON THE EFFECTIVE DATE SHOWN IN THE REVISED AGREEMENT.  BY CONTINUING TO USE ANY WEBSITES AFTER THE NEW EFFECTIVE DATE, YOU AGREE TO BE BOUND BY SUCH CHANGES.

2.          Acceptable Use.  When you use the Websites, you may not:

·            violate any law or regulation;

·            transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;

·            use any means to scrape or crawl any Web pages or Content (as herein defined) contained in the Websites (although Company may allow operators of public search engines to use spiders to index materials from the Websites for the sole purpose of creating publicly available searchable indices of the materials, and Company reserves the right to revoke these exceptions either generally or in specific cases);

·            attempt to circumvent any technological measure implemented by Company or any of Company's providers or any other third party (including another user) to protect the Websites;

·            attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Websites; or

·            advocate, encourage, or assist any third party in doing any of the foregoing.

3.          Ownership & Copyright Restrictions.  The Websites are owned and operated by Company and/or its licensors.  The Websites, including but not limited to software, content, text, photographs, images, graphics, video, audio and the compilation as a whole ("Content"), are copyrighted under U.S. copyright and other laws by Company or its licensors, unless otherwise noted.  You must abide by all additional copyright notices or restrictions contained in the Websites. 

4.          Copyright Permission.  Permission is granted for viewing the pages on the Websites, subject to the terms and conditions of this Agreement.  In the event that information is downloaded from the Websites, the information, including any Content, data or files incorporated in or generated by the Websites are owned by Company and/or its licensors and Company and/or its licensors retain complete title to the information and all property rights therein.  All other rights are reserved.

5.          Trademarks.  All Content, product names, trademarks, service marks and logos on the Websites, unless otherwise noted, are wholly owned or validly licensed by Company.  Trademarks, service marks and logos owned by third parties remain the property of such third parties.

6.          Submissions.  If you submit any ideas, suggestions or testimonials to Company, you hereby grant us the right to use your submission without charge in any manner that we deem appropriate, including posting on the Internet.  You may only submit ideas, materials and content if you have obtained appropriate copyright and other permission and you hereby grant Company and its licensors the right to use such materials.  You agree that you will not violate or infringe the rights of third parties, including privacy, publicity and intellectual and proprietary rights, such as copyright or trademark rights.

7.          Privacy Policy.  Company has customer information and privacy policies as set forth in its online Privacy Policy, which is fully incorporated herein by reference.  You hereby agree to be bound by Company's Privacy Policy. 

8.          DISCLAIMER.  THE WEBSITES ARE MADE AVAILABLE “AS IS” AND COMPANY AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO THE WEBSITES, OR INFORMATION CONTAINED ON THE WEBSITES. YOU AGREE TO ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE WEBSITES.

9.          Governing Law.  This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. 

10.       Unenforceability.  If any provision of this Agreement should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement as modified legal and enforceable to the maximum extent permitted under applicable laws.

11.       Authority.  The party entering into this Agreement hereby acknowledges, represents and warrants that he or she is expressly and duly authorized to enter into this Agreement and to legally bind said party to this Agreement.

12.       Assignment.  This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Company without restriction.

13.       Notices.  You may contact us by writing us at the address or email address listed below:

Prophia, Inc.

353 Sacramento Street, Suite 1800

San Francisco, CA 94111

 Attn:  Customer Service 

Or

info@prophia.com