Thank you for using ProWire (“ProWire”, “we”, “us”, “our”). By signing up or otherwise using the ProWire service, websites, and software applications (together, the “ProWire Service” or “Service”) or accessing any content or material that is made available by ProWire through the Service (the “Content”) you are entering into a binding contract with ProWire Sport USA LLC.
To access the Content and use the ProWire Service, you must: (1) be the age of majority under any applicable laws or have your parent or guardian’s consent to the Agreements, (2) have the power to enter a binding contract with ProWire and not be barred from doing so under any applicable laws and (3) be resident in a country where the Service is available. You also represent that any registration information that you submit to ProWire is true, accurate, and complete, and you agree to make us aware of any changes to such information.
2. CHANGES TO THE AGREEMENTS
We may, in our discretion, make changes to the Agreements from time to time. When we make material changes to the Agreements, you will be provided with prominent notice through the Service. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please read each notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us by email at firstname.lastname@example.org.
3. CODES & OTHER OFFERS
If you have received a code or other offer provided by or on behalf of ProWire (a “Code”), separate terms and conditions presented to you along with such Code may also apply and you agree to comply with any such terms and conditions.
4. USER RIGHTS
All trademarks, service marks, logos, domain names, trade names and any other features of any brand contained in the ProWire software applications are the sole property of ProWire or its licensors. The Agreements do not grant you any rights to use any of the foregoing whether for commercial or non-commercial use.
The ProWire Service and the Content are the property of ProWire or ProWire’s licensors. ProWire grants you a limited, non-exclusive, revocable license to make use of the ProWire Service and a limited, non-exclusive, revocable license to make personal, non-commercial, entertainment use of the Content (the “ProWire License”). The ProWire License shall be valid and will remain in effect unless terminated by you or ProWire. You acknowledge that you are using the Content for your own personal, non-commercial, entertainment use and promise and agree that you will not transfer or redistribute the ProWire Service or any of the Content.
The ProWire software applications and the Content are licensed, not sold, to you. ProWire and its licensors retain ownership of all copies of the ProWire software applications and the Content, including, without limitation, any copies that have been installed or downloaded to a personal computer, mobile handset, tablet and/or other relevant devices (the “User Devices”).
Third party software included in the ProWire Service is licensed to you either under the Agreements or under the relevant third-party software library’s license terms.
You agree not to use the ProWire Service, the Content, or any part thereof, in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, ProWire grants no right, title, or interest to you in the ProWire Service or Content.
5. PROWIRE’S RIGHTS
You grant ProWire the right, in consideration for the rights granted to you under the Agreements, to: (i) allow the ProWire Service to use the storage hardware, processor and bandwidth on your User Device in order to operate the Service, (ii) provide advertising and other information to you and (iii) allow our business partners to do any of the foregoing. Parts of the ProWire Service, including the Content you receive, may be impacted by commercial agreements with third parties. ProWire may provide some Content that contains advertising unmodified or may include advertising on behalf of itself or third parties.
You acknowledge that any feedback or suggestions provided to ProWire in connection with the Service is not confidential and you authorize ProWire to use such feedback without restriction and without payment to you.
6. PROWIRE & THIRD-PARTY APPLICATIONS
The ProWire Service may be integrated into third-party applications, websites and services (the “Third-Party Services”) to make available products, content and/or services to you. These Third-Party Services may require you to abide by their own privacy policies and terms and conditions of use. Your use of any Third-Party Service is governed by and subject to such privacy policies and terms and conditions of use. You acknowledge and agree that ProWire is not responsible or liable for the behavior, features, or content of any Third-Party Service or for any transaction you may execute on or with any Third-Party Service.
7. PROHIBITED ACTIVITIES & USER GUIDELINES
The following actions are not permitted:
- copying, reproducing, redistributing, “ripping”, transferring, recording, performing or displaying to the public, broadcasting, or making available to the public, any part of the ProWire Service or the Content, or otherwise making any use of the ProWire Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights of ProWire or its licensors;
- using the ProWire Service to import or copy any local files you do not have the legal right to import or copy in this way;
- transferring any cached Content from an authorized User Device to any other User Device via any means;
- selling, renting, sublicensing or leasing any part of the ProWire Service or the Content;
- manipulating the Services by using a script or other automated process;
- circumventing any technology used by ProWire, its licensors, or any third party to protect the Content or the Service;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the ProWire Service, Content or any part thereof unless permitted by applicable law;
- providing your password to any other person or using any other person’s username and password (including, without limitation, accessing any other person’s Gmail or Facebook account for the purpose of using the Services);
- “crawling” the ProWire Service or otherwise using any automated means to collect information from ProWire; or
- removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the ProWire Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content).
Please do not engage in any activity on or relating to the ProWire Service which:
- is offensive, pornographic, threatening, defamatory, abusive or obscene;
- includes your password or purposely includes any other user’s password (including, without limitation, any Gmail or Facebook passwords) or purposely includes personal data of third parties or is intended to solicit such personal data;
- interferes with or in any way disrupts the ProWire Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or ProWire’s computer systems, network, usage rules, or any of ProWire’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof;
- is illegal, or intended to promote or commit an illegal act of any kind, including, without limitation, violations of intellectual property rights, privacy rights, or proprietary rights of ProWire or a third party;
- includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
- is intended to or does harass or bully other users;
- impersonates or misrepresents your affiliation with another user, person, or entity (including ProWire or its affiliates), or is otherwise fraudulent, false, deceptive, or misleading; or
- conflicts with the Agreements, as determined by ProWire.
Your password protects access to the ProWire Service, and you are solely responsible for keeping your password confidential and secure. You acknowledge and understand that you are responsible for all use of your Facebook account and/or Gmail account on the Service. If you believe there has been unauthorized access to the ProWire Service using your account, please notify us immediately and change your password as soon as possible.
8. INTERRUPTIONS IN SERVICE
ProWire will make reasonable efforts to keep the ProWire Service operational during events where the ProWire Service is available. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. ProWire reserves the right (to the extent permissible under applicable law) to at any time modify, discontinue (temporarily or permanently) functions and features of the Service, with or without notice and all without liability to you (except where prohibited by law).
You acknowledge and agree that ProWire is not obligated to maintain, upgrade, support or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. ProWire and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
9. CUSTOMER SUPPORT & FEEDBACK
For customer support with account-related questions, please email us at email@example.com. We will attempt to respond to all account-related queries within a reasonable time, but we make no guarantees or warranties that any account-related queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer such queries.
10. TERM & TERMINATION
The Agreements will continue to apply to you until terminated by either you or ProWire. ProWire may terminate the Agreements or suspend your access to the ProWire Service at any time, including in the event of your actual or suspected unauthorized use of the ProWire Service and/or Content, or non-compliance with the Agreements. If you or ProWire terminate the Agreements, or if ProWire suspends your access to the ProWire Service or any Content, you agree that ProWire shall have no liability or responsibility to you, to the fullest extent permitted under applicable law. To terminate your ProWire account, please email us at firstname.lastname@example.org. This section will be enforced to the extent permissible by applicable law.
Sections 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17 and 18 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
11. WARRANTY & DISCLAIMER
YOU UNDERSTAND AND AGREE THAT THE PROWIRE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE PROWIRE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROWIRE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PROWIRE NOR ANY OWNER OF CONTENT WARRANTS THAT THE PROWIRE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROWIRE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES (OR THE CONTENT THEREOF) OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROWIRE SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT PROWIRE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF THIRD PARTY SERVICES OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROWIRE SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROWIRE SHALL CREATE ANY WARRANTY ON BEHALF OF PROWIRE IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.
THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
ANY USE OR RELIANCE ON ANY CONTENT OR MATERIALS OBTAINED BY YOU VIA THE PROWIRE SERVICE IS AT YOUR OWN RISK. WE DO NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT OR COMMUNICATION DELIVERED VIA THE PROWIRE SERVICE OR ENDORSE ANY OPINIONS EXPRESSED VIA THE PROWIRE SERVICE. YOU UNDERSTAND THAT BY USING THE PROWIRE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, HARMFUL, INACCURATE OR OTHERWISE INAPPROPRIATE, OR IN SOME CASES, CONTENT THAT IS OTHERWISE DECEPTIVE. ALL CONTENT IS SOLELY THE RESPONSIBILITY OF THE PERSON(S) WHO ORIGINATED SUCH CONTENT. WE MAY NOT MONITOR OR CONTROL THE CONTENT PROVIDED VIA THE SERVICES AND WE CANNOT TAKE RESPONSIBILITY FOR SUCH CONTENT.
12. LIMITATION OF LIABILITY
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROWIRE SERVICE IS TO UNINSTALL ANY PROWIRE SOFTWARE AND TO STOP USING THE PROWIRE SERVICE. WHILE PROWIRE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY SERVICES OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY SERVICES MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROWIRE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY SERVICES OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROWIRE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROWIRE SERVICE, THIRD PARTY SERVICES, OR THIRD PARTY SERVICES CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROWIRE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROWIRE SERVICE, THIRD PARTY SERVICES, OR THIRD PARTY SERVICES CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROWIRE DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits ProWire’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.
13. RIGHTS OF THIRD PARTIES
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and ProWire, and in no event shall the Agreements create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and ProWire only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.
14. ENTIRE AGREEMENT
Other than as stated in this section or as explicitly agreed upon in writing between you and ProWire, the Agreements constitute all the terms and conditions agreed upon between you and ProWire and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Please note, however, that other aspects of your use of the ProWire Service may be governed by additional agreements. That could include, for example, access to the ProWire Service as a result of a Code. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. To the extent that there is any irreconcilable conflict between any additional terms and these Terms and Conditions, the additional terms shall prevail.
15. WAIVER & SEVERABILITY
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by ProWire or any third-party beneficiary to enforce the Agreements or any provision thereof shall not waive ProWire’s or the applicable third-party beneficiary’s right to do so.
ProWire may assign the Agreements or any part of them, and ProWire may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold ProWire harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any activity in which you engage on or through the ProWire Service; and (3) your violation of any law or the rights of a third party.
18. CHOICE OF LAW & MANDATORY ARBITRATION
18.1 Governing Law & Jurisdiction
The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) will be governed by and construed in accordance with the laws of the State of New York, without regard to choice or conflicts of law principles.
Further, and subject to the mandatory arbitration provisions in clause 18.3 below, you and ProWire agree to the exclusive jurisdiction of the state and federal courts of New York to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them).
18.2 CLASS ACTION WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PROWIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ProWire agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 18.3 is enforceable, the following mandatory arbitration provisions apply to you:
18.3.1 Dispute Resolution & Arbitration
You and ProWire agree that any dispute, claim, or controversy between you and ProWire arising in connection with or relating in any way to these Agreements or to your relationship with ProWire as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
Notwithstanding clause (18.3.1) above, you and ProWire both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in small claims court, (2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.
18.3.3 Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and ProWire will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.
Any arbitration will be conducted in the English language and the law to be applied in any arbitration shall be the law of the State of New York, United States, without regard to choice or conflicts of law principles.
18.3.4 Time for Filing
Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
18.3.5 Notice & Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). ProWire’s address for Notice is: ProWire Sport USA LLC, Attn: General Counsel, c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, USA, 19808. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 60 days after the Notice is received, you or ProWire may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or ProWire shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, ProWire shall pay you the greater of (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by ProWire in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor ProWire shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
In the event that ProWire makes any future change to this arbitration provision (other than a change to ProWire’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to ProWire’s address for Notice, in which case your account with ProWire shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
If the class action waiver at Section 18.2 is found to be unenforceable in arbitration or if any part of this Section 18.3 is found to be invalid or unenforceable, then the entirety of this Section 18.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18.1 shall govern any action arising out of or related to the Agreements.
19. CONTACT US
If you have any questions concerning the ProWire Service or the Agreements, please contact ProWire customer service by emailing email@example.com.
Thank you for reading our Terms and Conditions.
ProWire Sport USA LLC
c/o Corporation Service Company
251 Little Falls Drive, Wilmington,
County of New Castle, Delaware, USA, 19808