Effective March 27, 2021
1. PROPRIETARY NOTICES. The Website and the Services are copyright © DecisionPro, Inc., 2452 General Potter Highway, Centre Hall, Pennsylvania, USA. All rights reserved. The trademarks, logos, service marks and trade names identifying or used in connection with DecisionPro’s business appearing on the Website whether or not registered are the sole property of DecisionPro and/or its licensors. Other brand and product names are trademarks of their respective companies.
2. USER REPRESENTATIONS. You represent and warrant to DecisionPro that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to DecisionPro is truthful, accurate and complete, including any registration information (without limitation, your legal name, address, email address and telephone number); and (c) you shall comply with this Agreement, including, without limitation, the provisions set forth at Section 6.
3. GRANT OF LICENSE. DecisionPro hereby grants to you a limited, non-exclusive, nontransferable license to access, download and use the Website and the Services in accordance with this Agreement.
4. OWNERSHIP. All copies of the Website and the Services, including all revisions and updates, are the property of DecisionPro, and no title or ownership of the Website or the Services is transferred under this Agreement. You may not rent or lease the Services. You agree to use the Services only for your own activities and business. You shall not (i) process or permit to be processed by the Services the data of any other party, or (ii) use the Services in the operation of a service bureau.
5. PROTECTING PROPRIETARY INFORMATION IN THE SERVICES. You shall safeguard the Services and provide the same degree of care as exercised towards your own proprietary information. You agree that the Services shall be treated by you as being proprietary to DecisionPro and you shall not disclose such information to any third party unless such third party has agreed to this Agreement. You agree to use such proprietary information only for the purpose of using the Services. You agree not to reproduce, use or copy or allow any third party to reproduce, use or copy such proprietary information, nor to disclose it, nor to permit it to be disclosed to any third party except pursuant to a license from DecisionPro. You shall not reverse compile, disassemble, reverse engineer, modify, adapt, translate, distribute, network, lease, resell, or create derivative works based upon the Services or any portion thereof and you further agree to take reasonable precautions to prevent third parties from doing so, except pursuant to a license from DecisionPro. The provisions of this Section 5 shall survive any termination of this Agreement.
6. RESTRICTIONS. You agree not to use the Website or the Services to (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, Services or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts accessing or using the Website or the Services or any computer network operated by DecisionPro; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by DecisionPro to be in conflict with the intent or spirit of this Agreement.
7. ACCOUNTS, PASSWORDS AND SECURITY. If the Website or Services requires you to open an account, you must complete the registration process by providing and maintaining current, accurate and complete information as requested on the applicable registration form, and maintaining the strict confidentiality of your password. If DecisionPro has provided you with login information to enable you to access restricted URLs on the Website, be advised that such login information, as well as any content located at or linked from that URL, is confidential and proprietary to DecisionPro, and you are not authorized to share any information you access, download or use at that URL. You are the only person authorized to use your login information, and you are solely responsible for maintaining the confidentiality of your password(s). You are fully responsible for all activities that occur through the use of your account and password. You agree to notify DecisionPro immediately of any unauthorized use of your account or password or any other breach of security and ensure that you exit from your account at the end of each session. DecisionPro is not responsible or liable for any loss or damage that may occur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by DecisionPro or any other party due to someone else using your account or password. You may not use anyone else’s account at any time. DecisionPro reserves the right to terminate your access to the Website and Services should DecisionPro in its sole discretion consider your use of the Website and Services to be inappropriate in any way. Upon termination of your access to the Website and Services, you agree to delete or otherwise destroy copies of any materials obtained from the Website and the Services.
8. LINKS TO THIRD-PARTY WEBSITES. Any links to third-party websites found within the Website are provided solely as an added convenience to you. DecisionPro has neither reviewed the contents of these third-party websites nor does DecisionPro claim any responsibility for the content or suitability of these third-party websites and DecisionPro makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of pages access by such links. The inclusion of links does not imply endorsement of the third-party websites by DecisionPro or any association with their operators.
9. THIRD-PARTY MATERIALS ON THIS WEBSITE. The Website and the Services may contain materials from third parties, including Services in executable or source code form (“Third-Party Materials”). Access, use, and download of all Third-Party Materials are subject to the warranties, limitations of liability and other terms and conditions set forth in this Agreement. Permission to use any Third-Party Materials beyond the uses allowed by this Agreement must be obtained directly from the respective owners.
10. TERM AND TERMINATION. This Agreement and the license granted hereunder shall take effect upon you accessing, downloading or using this Website or the Services and shall continue in full force until terminated. You may terminate this Agreement for any reason upon thirty (30) days prior written notice to DecisionPro. DecisionPro reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Website or the Services; (b) suspend your access to or use of all or any portion of the Website or the Services; and (c) terminate this Agreement. Upon the request of DecisionPro, you agree to delete or otherwise destroy all copies of the Services.
11. NO WARRANTY. DECISIONPRO GRANTS NO WARRANTY REGARDING THE WEBSITE OR THE SERVICES, WHICH ARE PROVIDED “AS IS.” DECISIONPRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE AND NONINFRINGEMENT, REGRDING THE WEBSITE AND THE SERVICES. ACCESS TO, DOWNLOADING OF AND USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. DECISIONPRO DOES NOT WARRANT THAT ACCESS TO, DOWNLOADING OF OR USE OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES DECISIONPRO MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES.
12. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL DECISIONPRO BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER OR NOT DECISIONPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE ACCESS TO, DOWNLOADING OF OR USE OF THE WEBSITE OR THE SERVICES.
13. INDEMNIFICATION. You agree to indemnify, hold harmless and defend DecisionPro, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your access to, downloading of or use of the Website or the Services, including any data or work transmitted or received by you; and (c) any unacceptable use of the Website or the Services, including, without limitation, any statement, data or content made, transmitted or republished by you which is prohibited as unacceptable pursuant to Section 6.
14. COMPLIANCE WITH EXPORT LAWS. United States export laws and regulations apply to DecisionPro, the Website and the Services. You agree to comply with all such applicable restrictions and may not access, download, use, or otherwise export, re-export, import, or distribute content on the Website content or the Services except in full compliance with all laws and regulations of the United States and those of any other country that may apply thereto. You represent and warrant that (1) you are not a party to whom the United States prohibits access to, downloading of or use of the Website or the Services (e.g., a listed or debarred individual or an individual involved in the proliferation of biological, chemical, nuclear or other weapons of mass destruction), (2) you are not located in, under control of, or a national or resident of any country to which export of the Website content or the Services (e.g., a country that is subject to a United States embargo) is restricted by laws of the United States or other applicable laws and regulations, and (3) you will not share the Website content or the Services with an individual whose status is described in (1) and/or (2) above. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Website content and the Services. DecisionPro may export the Services and any related materials and services only in accordance with the laws and regulations of the United States. You must comply with any export restrictions relating to end users of the Services and any related materials and services.
15. ARBITRATION OF DISPUTES. Any dispute or controversy arising under, out of, or in connection with or in relation to this Agreement, or the breach thereof, shall be determined and settled by arbitration, by a single arbitrator, to be held in State College, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Any award rendered therein shall be final and binding on each and all of the parties, and judgment may be entered thereon in a court of competent jurisdiction pursuant to Section 17.
16. GENERAL. This Agreement constitutes the complete and exclusive statement of the agreement between the parties related to the subject matter hereof. All other communications or negotiations, whether written or oral, are hereby waived. This Agreement and all matters related to the access to, downloading of and use of the Website and the Services shall be governed by U.S. federal law and the laws of the State of Pennsylvania and any court proceeding relating thereto shall be instituted in a state or federal court in Pennsylvania. You and DecisionPro agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any court proceeding. DecisionPro’s rights granted by this Agreement are cumulative and in addition to any rights it may have at law or equity. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. The parties agree that the Maryland and Virginia Uniform Computer Information Transactions Acts shall not apply to nor govern in any way this Agreement and the license hereunder.
17. CHANGES TO THIS AGREEMENT. DecisionPro may amend this Agreement at any time by revising the contents of this web page. If you continue to access, download or use the Website or the Services, please periodically review this Agreement. BY ACCESSING, DOWNLOADING OR USING THE WEBSITE OR THE SERVICES YOU ARE DEEMED TO HAVE AGREED TO ALL OF THE TERMS AND CONDITIONS OF THE MOST RECENT VERSION OF THIS AGREEMENT. Any waiver of this Agreement must be made in writing and signed by an authorized representative of both parties.
18. QUESTIONS. If you have any questions concerning the Website or the usage or licensing of DecisionPro Services, copyrighted materials, trademarks or any other questions regarding the Agreement, contact DecisionPro at firstname.lastname@example.org.