Terms and Conditions
Last Updated: 7/3/2010
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE WWW.PROWEBSCOUT.COM WEBSITE OR RELATED SERVICES.
Welcome to prowebscout.com, operated by Charles Bennett Services, LLC ("PROWEBSCOUT", "we" or "us"). By using the services offered on or through www.prowebscuot.com (the "ProWebScout" site) you are agreeing to the terms and conditions set forth below (the "Terms and Conditions" or "T&C"). We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. You can always check out the most current version of these Terms and Conditions at this page. You can determine when these Terms and Conditions was last revised by referring to the "Last Updated" legend at the top of these Terms and Conditions.
In addition to these Terms and Conditions, your use of the ProWebScout Site and/or Services is governed by our Privacy Policy. You agree to PROWEBSCOUT's collection, use and sharing of your information as set forth in the Privacy Policy, which may be amended by us from time to time in our discretion. When using particular Services (as defined below), you will be subject to any posted terms or guidelines applicable to such services, and any other terms or conditions applicable to Services provided by or in conjunction with any of PROWEBSCOUT's content and service partners. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms and Conditions.
If you do not understand and agree to these Terms and Conditions, please do not use the ProWebScout Site or any Services (as defined below), and do not register to be a member of PROWEBSCOUT. If you have any questions or concerns regarding these Terms and Conditions, please let us know by contacting us here. Do not use the Services until these questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of these Terms and Conditions.
Overview
The ProWebScout Site offers a multi-purpose service, with both Gold (free) and (paid subscription) membership options, which allows you to, among other things, upload and share both high- and standard-definition video footage; post comments about videos. Services may be offered by PROWEBSCOUT itself, or by a third party partner/service provider. Certain Services may only be available to subscribers. Unless otherwise stated, these Terms and Conditions apply to all Services. All content and additional or replacement services made available through the ProWebScout Site that were not made available as of the "Last Updated" date above shall automatically be deemed to be part of the "Services" when first made available through the ProWebScout Site.
Use of the Services; Eligibility; Grant of Limited License
You may access the ProWebScout Site and use the Services for non-commercial purposes only. Use of the Services is void where prohibited. By accessing or otherwise using the ProWebScout Site and/or Services, you are acknowledging and agreeing, and representing and warranting that (i) you have read, understand, and agree to be legally bound and to abide by these Terms and Conditions, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms and Conditions; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.
If you are yet 18 years of age: Please have your parents or legal guardian review these Terms and Conditions with you, discuss any questions you might have, and give you their permission to register and use the Services with both your and their full understanding of these Terms and Conditions. By using the Services, you are telling us that you and your parent or guardian have joined in this agreement.
If you are a parent or guardian: Parents and guardians are advised to exercise supervision over their children's on-line activities. If you do not agree to these Terms and Conditions, do not let your child use the Services. If you have any further questions about our Services please take a look at our Frequently Asked Question or contact us. If you are the parent or guardian of a child under 15 and believe that he or she is using the Services, please contact us.
Notice to parents/guardians: Portions of the ProWebScout Site include user-generated-content. PROWEBSCOUT assumes no responsibility for filtering or monitoring the content viewed by its members; accordingly minor members' parents or guardians shall be solely responsible for filtering and/or monitoring their child's use of the ProWebScout Site and/or Services.
We reserve the right, at any time, to: (a) modify or discontinue some or all of the Services, including, but not limited to (i) restricting the time the Services are available, (ii) restricting the amount of use of the Services permitted (which may vary depending on membership level), and (iii) restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of all or part of the Services; (c) modify and/or waive any fees charged in connection with the Services; and/or (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content or feature offered through the Services. Your continued use of the Services following the posting of changes to these T&C will constitute your acceptance of such changes.
Subject to the above, the terms and conditions set forth herein, and any applicable third party restrictions, PROWEBSCOUT grants you a revocable, non-transferable, non-exclusive and non-sublicensable limited right and license to view, use and access the Services to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by PROWEBSCOUT for such purposes on the ProWebScout Site, solely for your informational purposes and for your immediate, private and non-commercial use; and (b) make purchases of goods and services through links found on or through the Services. At all times you must retain all PROWEBSCOUT or third party copyright and proprietary notices contained in the original materials or any copies thereof. All rights to ownership or use not expressly stated herein are reserved by Charles Bennett Services, LLC and Charles Bennett Services, LLC disclaims any and all implied licenses.
Registration – Membership; Refund Policy
In order to use certain Services, you must become a registered user of the ProWebScout Site. You agree that ProWebScout Site user names may be refused, changed, removed or replaced by us for reasons including, but not limited to, using a user name to impersonate another person, if a user name is offensive or violates third party intellectual property, etc. Please note that your user name may be viewed by the public, so you should not choose a user name that personally identifies you.
If you elect to register to use the Services, utilize the ProWebScout Site and/or participate in any PROWEBSCOUT promotions, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the PROWEBSCOUT registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate, or incomplete, or PROWEBSCOUT has reasonable grounds to suspect that such is the case, PROWEBSCOUT has the right to suspend or terminate your account (including paid, membership accounts) and refuse any and all current or future use of the ProWebScout Site and/or Services (or any portion thereof).
In addition to any other Registration Data, to register on the ProWebScout Site you will be required to choose a password. You are solely responsible for maintaining the confidentiality of any password you may use to access the Services, and agree not to transfer your user name or password, or lend or otherwise transfer your use of or access to the Services, to any third party. You are fully responsible for all activity that occurs in connection with your user name or password. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security related to your account or the Services, and to ensure that you "log off"/exit from your account (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
At any time you may elect to become a "" member of the ProWebScout Site by subscribing to ProWebScout and paying the associated subscription fee(s). ProWebScout members have greater storage and bandwidth allocations, and may have access to more areas, functions and types of Services than basic members. For an in depth description of the ProWebScout specific services and benefits, as well as current pricing and subscription offerings, click here.
ProWebScout subscriptions may be subject to certain state, local or other relevant taxes. Annual subscribers to ProWebScout (as well as subscribers to multi-month subscriptions, should we make such subscription terms available) shall have thirty (30) days from the date of subscription to cancel their subscription for a full refund. If monthly subscriptions are offered, monthly subscribers to ProWebScout shall have five (5) days from the date of subscription to cancel their subscription for a full refund. After the cancellation period, purchases of ProWebScout subscriptions become FINAL and non-refundable, except in our sole and absolute discretion. At that point, you cannot return or cancel your subscription for a refund, and if your account is cancelled or terminated by you or by us, for any reason, you will lose and forfeit the remaining time on your subscription. The default setting for subscriptions is an annual, non-renewing subscription. We may also offer shorter or longer term subscriptions (including monthly; multi-month – e.g., 3-month or 6-months at a time; or multi-year). If you have signed up for an automatically-renewing subscription, you will have the ability to cancel any future renewals. If you have questions, feel free to contact subscriptions@prowebscout.com.
Please note: Payments for subscriptions are processed by a third party service provider and governed by separate Terms and Conditions and Privacy Policy. For further information, click here.
Profile Page
When you register for a ProWebScout Site account, a profile page will automatically be created for you and certain Registration Data will automatically be pre-populated in your profile page, including user name, profile image, and the date you registered as a ProWebScout Site user. You may choose to add information (such as interests, personal description and location) to or delete certain information from your profile page, but your user name and the date you registered as a ProWebScout Site user are required information for your profile page. Your profile page will also automatically display activity and any materials you have uploaded or otherwise submitted via the Services and marked "Public". Please note that your profile page (including any comments that may have been left for you) may be viewed by other users, so you should not include any information in your profile page that you do not want others to see.
Material Storage and Delivery; Termination of Inactive Accounts
The amount of storage space and bandwidth per member may be limited (and may differ between gold members and subscribers). The amount of storage space and bandwidth allocated to subscribers, however, shall not be reduced during a subscriber's then current subscription term. PROWEBSCOUT may change the amount of storage space and/or bandwidth allocated to members from time-to-time, in its discretion.
Gold accounts may be terminated and/or deleted from our system if they remain inactive for a period of ninety (90) or more days; accounts will remain active until the end of the subscription term. In the event of a suspension or deletion of an account (whether gold or ), materials (whether videos, still images, Forum posts, submissions or other communications) may no longer be accessible.
Accounts may be archived, or materials may be purged at such time intervals as PROWEBSCOUT or its third party service provider(s) determine in their sole discretion. Some materials may not be stored, served or processed due to space constraints, serving/bandwidth limitations or disruptions in the system(s). You agree that PROWEBSCOUT is not responsible or liable for the deletion or failure to store, serve, or process any materials or other information.
ProWebScout's Privacy Policy
Pursuant to PROWEBSCOUT's Privacy Policy, we may disclose to third parties certain information contained in your Registration Data or related data unless you choose to opt out from such disclosures. Please note: opting out may restrict your ability to utilize certain of the Services. We may also disclose such information if we have a good faith belief that such action is reasonably necessary to comply with the law, legal process, or to enforce these Terms and Conditions. For more information, please see our full Privacy Policy.
A NOTE ABOUT COMMUNICATION PRIVACY: You should consider all communications to be public and not private communications. Although PROWEBSCOUT reserves the right to remove without notice any Forum posting for any reason, we have no obligation to delete content that you may find objectionable or offensive.
Video Uploads
Videos that you upload or otherwise transmit to PROWEBSCOUT through the Services shall at all times remain your sole and exclusive property. As such, you shall be solely responsible for your videos and the consequences of their posting or publication on or via the Services. Video uploads, like any Submissions (as defined below), are subject to PROWEBSCOUT's COMMUNITY STANDARDS AND CONDUCT policy below.
By submitting your video(s), you hereby grant PROWEBSCOUT and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works to the extent necessary to make video content compatible with any ProWebScout Services), revocable upon removing the video from ProWebScout, to use, copy, transmit or otherwise distribute, perform, modify, incorporate into other works, publicly perform and display your videos or any portion thereof, in or through any medium, whether now known or hereafter created. PROWEBSCOUT shall also be entitled to use clips of any video that has not been designated "private" for the purpose of promoting the ProWebScout Site or Services, without compensation to the submitter; however, ProWebScout will not use your videos for any other commercial purposes without obtaining your prior approval.
You also grant each user (or specified users, if a video is designated "private") of the ProWebScout Site or Services a limited, non-exclusive, non-transferable, personal and non-commercial license to access and view your video through the ProWebScout Site or any other access point authorized by you and/or PROWEBSCOUT. This right to access and view your video shall include, solely to the extent necessary, the right to copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your video. Unless designated "private," all video uploads will be deemed public information. No video upload shall be subject to any obligation of confidence on the part of PROWEBSCOUT, and PROWEBSCOUT shall not be liable for any use or disclosure of any video.
When you remove or otherwise delete a video from the Services, the licenses granted by you to PROWEBSCOUT and the ProWebScout Site users shall terminate within a commercially reasonable time. You understand and agree, however, that PROWEBSCOUT may retain (but not display, distribute, or perform) server copies of videos that have been removed or deleted, and that PROWEBSCOUT shall have no obligation to attempt to remove from distribution any of your videos that are otherwise publicly available through the Internet or other publicly accessible medium.
If you are looking for further information regarding PROWEBSCOUT's upload policies, please see PROWEBSCOUT's Uploading Guidelines here. Note – these Guidelines are provided for guidance purposes only. All uploads are governed by these Terms and Conditions.
Non-Video Submissions and Correspondence with ProWebScout
(This Section does not apply to video uploads discussed above)
Except as otherwise provided herein, any and all comments, suggestions, ideas, graphics, content, data and other information that you transmit to PROWEBSCOUT through the Services shall remain your sole and exclusive property, and you shall be solely responsible for your Submission and the consequences of posting or publishing it. All Submissions are subject to PROWEBSCOUT's COMMUNITY STANDARDS AND CONDUCT policy below.
By submitting your Submission to PROWEBSCOUT, you hereby grant PROWEBSCOUT and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works), to use, copy, transmit or otherwise distribute, perform, modify, adapt, incorporate into other works, publicly perform and display your Submission or any portion thereof, in or through any medium, whether now known or hereafter created. In addition, you waive any and all so-called "moral rights" in Submissions. PROWEBSCOUT shall be entitled to use all or a portion of any Submission without compensation to the submitter. The licenses granted by you herein with respect to non-video Submissions are perpetual and irrevocable.
You also grant each user of the ProWebScout Site and Services a non-exclusive license to access your Submission through the ProWebScout Site or any other access point authorized by PROWEBSCOUT, and to use, copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your Submission to the extent expressly authorized by PROWEBSCOUT on the ProWebScout Site and/or in this T&C. None of the Submissions shall be subject to any obligation of confidence on the part of PROWEBSCOUT, and PROWEBSCOUT shall not be liable for any use or disclosure of any Submissions.
Prowebscout.com Community Standards and Conduct Policy
You agree that you are entirely responsible for any Submission that you post, email or otherwise transmit to or via the ProWebScout Site or Services, whether publicly posted or privately transmitted.
You agree to not use the ProWebScout Services (including, without limitation, the ProWebScout Site and the Forums) to:
• upload, post, email or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• harm minors in any way;
• impersonate any person or entity, including, but not limited to, an PROWEBSCOUT official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Service;
• solicit other users of the ProWebScout Site to join or become members of any online or other service;
• upload, post, email or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
• upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Services;
• intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
• "stalk" or otherwise harass another member or user of the Services; or
• collect or store personal data about other users, or members.
Waiver; Representations & Warranties
By uploading or otherwise submitting a video or Submission, you waive the right to make any claim against Charles Bennett Services, LLC or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders related to the video or Submission, including, but not limited to, unfair competition, intellectual property infringement, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights, so-called "droits morales" and any right of attribution you may have in any materials uploaded or sent to us by you.
You represent and warrant that your video or Submission: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall not be fraudulent or involve counterfeit or stolen information or items, (d) shall not violate any law, statute, ordinance or regulation, and (e) shall not create any liability for Charles Bennett Services, LLC or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders. You also agree to maintain and promptly update your video or Submission by means of the Services in order to keep that information true, accurate, current and complete, as necessary.
You further represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize PROWEBSCOUT to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your video or Submission to enable inclusion and use of the video or Submission in the manner contemplated by this T&C; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the video or Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the video or Submission in the manner contemplated by these Terms and Conditions.
Notice: User-Generated-Content Disclaimer; Option to Review/Remove
PROWEBSCOUT does not and cannot review all videos or Submissions posted to or created by users accessing the Services (including, but not limited to, the ProWebScout Site), and is not in any manner responsible for the content of these videos, communications, comments or Forum postings, or the activities of ProWebScout.com users.
You acknowledge that by providing you with the ability to view and distribute user-generated-content through the Services (including, but not limited to, the ProWebScout Site), PROWEBSCOUT is merely acting as a passive conduit for the distribution of such information, and is not undertaking any obligation or liability relating to the content or the users' activities. Accordingly, PROWEBSCOUT does not guarantee the accuracy, integrity, completeness, non-infringement or quality of such content. PROWEBSCOUT and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor the ProWebScout Site for inappropriate content. You understand that by using the ProWebScout Site or Services, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will PROWEBSCOUT be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted on or via the ProWebScout Site or Services. PROWEBSCOUT and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.
Notwithstanding the foregoing, PROWEBSCOUT reserves the right to (i) monitor some, all, or no areas of the channels, groups, comments and Forums for adherence to these or other rules that may be published from time to time; and (ii) block or remove videos, comments, Forum postings, Submissions or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret, intellectual property or other rights of another or (d) offensive or otherwise unacceptable to PROWEBSCOUT, in its sole discretion.
ProWebScout.Com 18 U.S.C. §2257 Compliance Notice
All pictures, graphics, videos or other visual media displayed on the ProWebScout Site are exempt from the provision of 18 U.S.C. section 2257 and 28 C.F.R. 75 because said visual media do not consist of depictions of conduct as specifically listed in 18 U.S.C. section 2256 (2) (A) through (D), but are merely depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995.
The owners and operators of the ProWebScout Site and Services are not the primary producer (as that term is defined in 18 U.S.C. section 2257 or subsequent case law defining such) of any of the visual content contained in the ProWebScout Site.
Links/External Sites and Resources
The Services and certain Submissions may contain, and other users or third parties may provide, advertisements for or links to other World Wide Web sites or resources. These sites and resources are not controlled by PROWEBSCOUT, and the mere existence of the link on the ProWebScout Site does not imply an endorsement or sponsorship by PROWEBSCOUT. External Web sites and resources are not subject to these Terms and Conditions or the PROWEBSCOUT Privacy Policy, and may be subject to other terms and conditions or policies posted therein. Because PROWEBSCOUT has no control over such sites and resources, you acknowledge and agree that PROWEBSCOUT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Submission, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PROWEBSCOUT 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 use of or reliance on any Submission, goods or services available on or through any external site or resource. Your use of external sites or resources is at your own risk.
Disclaimer
PROWEBSCOUT and its service providers utilize diligent efforts to maintain the Services, but PROWEBSCOUT and its service providers are not responsible for any defects or failures associated with the Services, including, without limitation, the email service, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.
Please Note the Following Important Disclaimers of Warranties:
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOU USE THEM AT YOUR SOLE RISK. PROWEBSCOUT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE.
WITHOUT LIMITATION, PROWEBSCOUT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING EMAILS, SUBMISSIONS, CONTENT OR OTHER MATERIALS OR COMMUNICATIONS SENT VIA THE SERVICES, IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM PROWEBSCOUT PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROWEBSCOUT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROWEBSCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PROWEBSCOUT SITE OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES OR OPERATION OF THE PROWEBSCOUT SITE. IN NO EVENT SHALL PROWEBSCOUT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PROWEBSCOUT SITE.
You acknowledge and agree that PROWEBSCOUT and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submission; (ii) any Submission sent or received or not sent or received and (iii) any Submission stored on storage devices owned, operated or controlled by PROWEBSCOUT. You acknowledge and agree that PROWEBSCOUT and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for any Submission or conduct of any third party, including, but not limited to, content sent using and/or included within the Services provided by any other user of the ProWebScout Site or any third party licensors or suppliers of PROWEBSCOUT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
Indemnification
YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CHARLES BENNETT SERVICES, LLC, ITS PARENTS, AFFILIATES AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE PROWEBSCOUT SITE OR SERVICES, YOUR VIOLATION OF THESE TERMS AND CONDITIONS OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY PROWEBSCOUT OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.
Termination and Modification
In addition to any other rights or remedies available to it, PROWEBSCOUT reserves the right to immediately suspend, terminate, access and investigate the user account of any user upon receipt of a subpoena or law enforcement request, or when PROWEBSCOUT believes, in its sole discretion, that a user is transmitting or is otherwise connected with the distribution of unsolicited bulk email messages (SPAM) or any harassing email messages or Forum posts, or with any fraudulent, misleading, illegal or otherwise objectionable activities. Because of the difficulty associated with quantifying damages, if actual damages cannot be reasonably calculated then you agree to pay PROWEBSCOUT liquidated damages of $5 for each piece of unsolicited bulk email transmitted from or otherwise connected with your account or the maximum liquidated damages permitted under law, whichever is greater; otherwise you agree to pay PROWEBSCOUT's actual damages, to the extent such actual damages can be reasonably calculated.
You agree that PROWEBSCOUT, in its sole and absolute discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Submission(s) or other content within the Services, for any reason, including, without limitation, for lack of use or if PROWEBSCOUT believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. PROWEBSCOUT may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms and Conditions may be effected without prior notice, and acknowledge and agree that PROWEBSCOUT may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that PROWEBSCOUT shall not be liable to you or any third-party for any termination of your access to the Services.
The provisions of these Terms and Conditions pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive termination.
Intellectual Property
You acknowledge that the ProWebScout Site and Services contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All PROWEBSCOUT-generated Content and Content provided to PROWEBSCOUT by its partners and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, PROWEBSCOUT owns a copyright in the selection, coordination, arrangement and enhancement of all Content and in the ProWebScout Site as a whole. Subject to your compliance with the T&C, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms and Conditions. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other Web site or networked computer environment is strictly prohibited. In the event you download software provided by the ProWebScout Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by us. We do not transfer title to the Software to you. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Services, including the ProWebScout Site, the Content or the Software.
The PROWEBSCOUT name and logo(s) are the exclusive property of Charles Bennett Services, LLC or its affiliates. All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
Third Party Intellectual Property; Copyright Notifications
PROWEBSCOUT respects the intellectual property of others, and we ask our users to do the same. PROWEBSCOUT may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. PROWEBSCOUT will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. Our DMCA Notifications and Counter-Notifications process is available by contacting us here, and is hereby incorporated by reference into these Terms and Conditions.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide PROWEBSCOUT with a written notification containing all of the requisite information.
Similarly, if you believe that your work has been removed or disabled by mistake or misidentification, please provide the PROWEBSCOUT with a written counter-notification containing all of the requisite information.
Electronic Delivery/Notice Policy and Your Consent
By using the Services, you consent to receive from PROWEBSCOUT all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. PROWEBSCOUT may provide such electronic Contract Notices by posting them on the ProWebScout Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the ProWebScout Site and Services.
Governing Law and Other Miscellaneous Terms
These Terms and Conditions (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the ProWebScout Site (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over PROWEBSCOUT or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Texas. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Dallas County in the State of Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
These Terms and Conditions (and any further policies or documents incorporated by reference herein) constitute the entire understanding between PROWEBSCOUT and users of the ProWebScout Site and Services concerning the subject matter hereof and may not be modified except by revised Terms and Conditions posted by PROWEBSCOUT. These Terms and Conditions, which may be modified or amended by PROWEBSCOUT from time to time, in its sole discretion, supersedes all prior understandings and agreements, whether written or verbal with respect to the subject matter hereof. If any of the provisions of these Terms and Conditions will contravene, or be invalid under, the laws of the particular jurisdiction where performed, such contravention or invalidity will not invalidate the whole agreement, rather these Terms and Conditions will be construed as if not containing the particular provision or provisions held invalid, and the rights and obligations of the parties will be construed and enforced accordingly. Notwithstanding the foregoing, the T&C does not modify, alter or amend any other specific agreement you have entered or will enter into with PROWEBSCOUT. To the extent that any provision of the T&C, or any supplemental agreement offered as any part of any registration for additional services on the ProWebScout Site or within the Services, conflicts with any provision of your other agreements with PROWEBSCOUT, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this T&C, unless otherwise expressly provided in such other agreement.
No failure or delay by PROWEBSCOUT in exercising any right or privilege under these Terms and Conditions will operate as a waiver thereof, nor will any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under these Terms and Conditions. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms and Conditions are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. Users may not assign their rights or obligations hereunder without PROWEBSCOUT's prior written consent.