Terms Of Use for ProQuo Beta
Effective Date: October 11, 2007
Welcome to ProQuo! We provide services to help consumers take control
of how and if their personal information is used by third parties.
Our services are (the “Services”) provided through our website
accessible at www.proquo.com (the “Site”) and include
processing requests on behalf our customers to attempt to remove or
add names and addresses from or to lists and databases prepared or used
by catalog companies, credit companies, direct mailers, direct marketers,
marketing database and list companies, list processors, data aggregators,
data brokers, and directories or other companies, agencies, organizations
or entities engaged in the sale, trade, transfer, license or other mode
of exchange of consumer information (the “Data Companies”).
Please read the following terms and conditions (“Terms of
Use”) carefully. These Terms of Use govern your access to and
use of the Site and the Services. This is a legal agreement between
you and ProQuo.
YOU UNDERSTAND THAT BY CHECKING THE “ACCEPT” BOX WHEN YOU CREATE
AN ACCOUNT OR OTHERWISE SIGN UP AT PROQUO,
OR BY USING THE SITE OR THE SERVICES, YOU ARE AGREEING TO BE BOUND BY
THESE TERMS OF USE. YOU MUST ACCEPT, WITHOUT MODIFICATION, ALL OF THE
TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THESE TERMS OF
USE IN ORDER TO ACCESS AND USE THE SITE AND SERVICES. IF YOU DO NOT
AGREE TO THESE TERMS OF USE IN ITS ENTIRETY, DO NOT CHECK THE BOX BELOW
AND DO NOT ACCESS OR USE THE SITE OR SERVICES.
1. Modification of the Site or
the Terms of Use. ProQuo reserves the right to modify or discontinue
the Site, the Services, and/or these Terms of Use, in its sole discretion,
without prior notice to you. All modified terms and conditions will
be effective after they are initially posted on the Site (unless a longer
notice period is required by applicable law). If any modified terms
and conditions are not acceptable to you, your only recourse is to cease
using the Site and the Services. By continuing to access or use the
Site and the Services after ProQuo makes any such revision, you agree
to be bound by the revised Terms of Use.
2. Membership and Accounts.
2.1 ProQuo as Your Agent. You acknowledge and agree that your
use of the Services necessitates that ProQuo contact the Data Companies
on your behalf. By providing your acceptance to these Terms of
Use, you hereby retain, engage and appoint ProQuo as your agent and
authorized representative to contact and direct the Data Companies by
available means necessary to perform the Services described herein.
2.2 Scope of Services. As our customer, you will receive the
following services.
| (a) |
|
We will, on your
behalf, contact the Data Companies and request the removal of your address,
name, email, and/or personal information, and that of the members of
your household, or individuals under your care, that you specify, from
their marketing or prospecting lists, mailing lists, databases, and
other electronic or physical systems containing customer name, address,
email, and/or other personal information used for sending mail, marketing,
prospecting, advertising or other promotional activity (both physical
and electronic) (the “Marketing Databases”). |
| (b) |
|
We will, on your behalf, contact
the Data Companies and request the addition of your address and name,
and that of the members of your household, or individuals under your
care, that you specify, to the Marketing Databases. |
| (c) |
|
We will, on your behalf, contact
the Data Companies and request that they cease/halt/end the selling,
distributing, disclosing and storing of your personally identifiable
information. |
| (d) |
|
We may, on your behalf, request
that blocks (promotional) be placed on your credit report files and
or submit opt-out requests to prevent firm offers of credit and insurance,
as well as invitations to apply for the same, and/or financial institutions
from sending mail (both physical and electronic) for other promotional
activities. |
| (e) |
|
Any Data Company may send
materials to you if you request such materials, patronize the Data Companies’
(or a related company's) advertised service, or purchase merchandise
from them after ProQuo initially submits the request to remove your
information. |
| (f) |
|
We will seek to continually
add more companies to the list of Data Companies from which customers
may chose to have us perform the Services. |
| (g) |
|
Although we will use those
means that are commercially, reasonably, and legally available to perform
the Services on your behalf, we cannot guarantee or promise that we
will employ any particular or all such means. |
| (h) |
|
You may elect to receive newsletters,
notices, update or other communications from us to the email specified
for your account. At any time, you may elect not to receive newsletters,
notices, update, or communications from us by logging into your account
and changing your communications preferences. |
2.3 Account Creation and Account
Access.
| (a) |
|
In order to access
the Services, you must create an account with us (“Account”)
and become a member (“ProQuo Member”). Membership is available
to all persons who are at least 18 years of age. The first step is to
set up an Account with a corresponding name, address, email address,
and password. Your email address and password will permit you to access
certain secure areas of the Site only available to ProQuo Members. |
| (b) |
|
You are responsible for safeguarding
and maintaining the confidentiality of password and Account information.
You are entirely and solely responsible for any and all activities or
actions that occur under your Account, whether or not you have authorized
such activities or actions. You agree to notify ProQuo of any unauthorized
use of your Account or any other breach of security within twenty-four
(24) hours of such use being known to you. In the event that your password
is lost or stolen, please notify ProQuo immediately so that a new password
can be created. |
| (c) |
|
You will provide true, accurate
and complete registration information and will maintain as current and
promptly update relevant personal contact information provided to ProQuo.
You will not use false identities or impersonate any other person or
use a name that you are not authorized to use. |
| (d) |
|
You consent to the use of:
(i) electronic means to enter into these Terms of Use and for ProQuo
to provide you with any notices given pursuant to these Terms of Use;
and (ii) electronic records to store information related to these Terms
of Use or your use of the Site and the Services. |
| (e) |
|
You hereby authorize ProQuo,
directly or through third parties, to make any inquiries we consider
necessary to validate your Account information. This may include submitting
your data to third parties for authentication, validation or other
method intended to determine that you are who you say you are or otherwise
verifying the information you provide. |
3.
Your Obligations in Using the Site and Services.
The Site and Services may be used and accessed for lawful purposes
only. You agree to abide by all applicable local, state, national and
foreign laws, treatises and regulations in connection with your use
of the Site and Services. You agree that the Site and Services
provided to you under these Terms of Use are for your personal and non-commercial
use only. In addition, without limitation:
| (a) |
|
You will not use
the Site or Services for any purpose that is fraudulent or contrary
to these Terms of Use or the policies of ProQuo, and you will cooperate
fully with ProQuo to investigate any suspected unlawful, fraudulent
or improper activity. |
| (b) |
|
You will not use the Site
or Services to upload, post, e-mail, otherwise transmit, or post links
to: (i) any unsolicited or unauthorized advertising or promotional materials;
or (ii) content which is harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy
or publicity rights, hateful, or racially, sexually, ethnically or otherwise
objectionable. |
| (c) |
|
You will not intentionally
distribute viruses, worms, defects, Trojan horses, corrupted files,
hoaxes, or any other items of a destructive or deceptive nature using
the Site or Services. |
| (d) |
|
You will not impersonate another
person (via the use of an email address or otherwise) or otherwise misrepresent
yourself. |
| (e) |
|
You are solely responsible
for all equipment necessary to access and use the Site and Services. |
| (f) |
|
You will not attempt to gain
unauthorized access to any Account information, computer systems or
networks associated with the Site and Services. |
| (g) |
|
You will not attempt to obtain
any information or materials relating to the Site and Services through
any means not intentionally made available through the Site. |
| (h) |
|
You will not “frame,”
“mirror”, “scrape” or otherwise copy any portion of the Site
without ProQuo' express written authorization. |
| (i) |
|
You will not encourage or
instruct any other individual to do any of the foregoing or to violate
any of these Terms of Use. |
4. No Resale of Service. You agree not to reproduce, duplicate,
copy, sell, trade, resell or exploit for any commercial purposes, any
portion of the Service, use of the Service, or access to the Service.
5.
Termination, Cancellation.
5.1 You may terminate your Account with us or cancel your Membership
at any time and for any reason by logging in to your account at www.proquo.com and closing your account. Upon any
such termination or cancellation, your Account will no longer be accessible.
5.2 We may immediately terminate or suspend your Membership
and Account and access to the Site and Services, in the event that you
breach any of these Terms of Use. We also reserve the right to discontinue
or terminate the Site, Services or your access thereto at any time and
for any reason. After such termination, you understand and acknowledge
that we will have no further obligation to provide the Services to you.
Upon termination, all licenses and other rights granted to you by these
Terms of Use will immediately cease.
5.3 Any suspension, termination or cancellation will not affect
your obligations to ProQuo or the ProQuo Entities under these Terms
of Use (including, but not limited to ownership, indemnification and
limitation of liability), which by their nature and context are intended
to survive such suspension, termination or cancellation.
6. Intellectual Property Rights and Ownership.
You acknowledge and agree that as between you and ProQuo, ProQuo owns
all right, title and interest, including all intellectual property rights
in and to the Site and the Services, and all information, content, materials,
services, technology therein, and all derivative works or enhancements
thereof. You will not acquire any right, title or interest to any content
provided by ProQuo, except for the limited use rights expressly set
forth in these Terms of Use. Any rights not expressly granted herein
are withheld and no implied licenses are granted by ProQuo. Except
as expressly permitted by applicable law or authorized by ProQuo, Inc.,
you agree not to modify, rent, lease, loan, sell, distribute or create
derivative works based on the Site or Service, in whole or in part.
7. Use of Third Party Services. The Site and Services may contain
information, products, and services, provided by third parties and links
(including advertisements) to web sites made available by third parties
(“Third-Party Offerings”). The Third-Party Offerings are
provided only as a convenience to users of the Site. ProQuo does not
control these Third-Party Offerings and does not make any representations
or warranties, express or implied, regarding these Third-Party Offerings.
Inclusion of any of the Third-Party Offerings in the Site or Services
does not constitute or imply an endorsement, authorization, sponsorship,
or affiliation by or with ProQuo with respect to any third party or
its Third-Party Offerings and you access and use such Third Party Offerings
at your own risk.
8. Disclaimers. YOU AGREE THAT YOUR USE OF THE SITE AND
THE SERVICES IS AT YOUR OWN RISK AND AT YOUR OWN DISCRETION. THE SITE,
THE SERVICES, THE CONTENT, INFORMATION AND MATERIALS AVAILABLE FROM
OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS. PROQUO AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES
AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE
OF PERFORMANCE RELATED TO THE SITE, SERVICES, THE CONTENT, INFORMATION
AND MATERIALS AVAILABLE FROM OR THROUGH THE SITE. Specifically,
Proquo makes no warranty that THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS
OR THE SITE WILL OPERATE OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE BASIS OR THAT DATA PROVIDERS CONTACTED BY PROQUO
WILL REMOVE YOUR INFORMATION FROM THEIR MARKETING DATABASE OR CEASE
SENDING YOU UNWANTED MAIL OR OTHER COMMUNICATIONS.
9. Limitation of Liability. UNDER NO CIRCUMSTANCE WILL
PROQUO, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS
BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR
LOSS OF PROFITS, REVENUE, DATA OR USE OR FOR THE COST OF PROCURING SUBSTITUTE
SERVICES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY,
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OR YOUR ACCESS
TO OR USE OF THE SITE OR THE SERVICES. PROQUO'S AGGREGATE LIABILITY
TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE AND YOUR ACCESS TO
AND USE OF THE SITE AND SERVICES WILL NOT EXCEED ONE HUNDRED DOLLARS
($100).
10. Indemnity. You agree to indemnify, defend and hold ProQuo
and its affiliates and their officers, directors, employees, agents,
(collectively, the “ProQuo Entities”) harmless from and against
any claims, liabilities, losses, damages or expenses (including reasonable
attorneys' fees and costs) arising out of or in any way connected with:
(a)your conduct, including your access to or use of the Site or Services;
(b) any actual or alleged violation or breach of these Terms of Use
or any ProQuo policies; (c) your violation of rights of privacy, publicity,
confidentiality or property; or (d) your actual or alleged violation
of applicable laws or regulations
11. Privacy Policy. You agree to comply with ProQuo’s
privacy policies which are available on www.proquo.com.
12.
Miscellaneous Provisions.
12.1 No Assignment. You will not assign these Terms of Use
or any rights or obligations hereunder without the prior written consent
of ProQuo. Any purported assignment in violation of the foregoing will
be null and void. ProQuo may assign these Terms of Use or any rights
or obligations hereunder without your consent, including to an affiliate
or in connection with the sale of its business or assets.
12.2 Relationship of the Parties.
Each party will be independent and act independently and not as
a contractor, partner, joint venturer, agent, employee or employer of
the other and will not bind or attempt to bind the other to any contract.
12.3 Severability and Waiver. If any provision in these Terms
of Use is held to be invalid or unenforceable, the remaining provisions
will remain in full force and effect. The failure of ProQuo to enforce
any right or provision of these Terms of Use will not be deemed a waiver
of such right or provision. All waivers must be in writing.
12.4 Force Majeure. ProQuo will not be liable hereunder by
reason of any failure or delay in the performance of its obligations
hereunder on account of events beyond its reasonable control, which
may include, without limitation, denial-of-service attacks, strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, acts
of God, war, terrorism, governmental action, labor conditions, earthquakes,
material shortages, extraordinary Internet congestion or extraordinary
connectivity issues experienced by major telecommunications providers
and unrelated to ProQuo’s infrastructure or connectivity to the Internet,
or failure at ProQuo’s co-location facility, (each a “Force Majeure
Event”). Upon the occurrence of a Force Majeure Event, ProQuo
will be excused from any further performance of its obligations effected
by the Force Majeure Event for so long as the event continues.
12.5 Governing Law. These Terms of Use and the relationship
between you and ProQuo will be governed by the laws of the State of
California without regard to its conflict of law provisions. You and
ProQuo agree to submit to the personal and exclusive jurisdiction of
the courts located in San Diego County, California.
12.6 Entire Agreement. These Terms of Use are the entire and
exclusive agreement between ProQuo and you regarding the Site and Services,
and supersede and replace any prior agreements between ProQuo and you
regarding the Site and Services.
12.7 Notice. Any notice or other communication to be given
hereunder will be in writing and given
| (a) |
|
by ProQuo via
email (in each case to the address that you provide), |
| (b) |
|
a posting on the Site, or |
| (c) |
|
by you via email to customerservice@proquo.com
or to such other addresses as ProQuo may specify in writing. The date
of receipt will be deemed the date on which such notice is transmitted. |
12.8 Questions. If you have questions about these
Terms of Use or would like to request a copy of these Terms of Use or
any other records relating to these Terms of Use of your use of the
Site and Services, please contact ProQuo at customerservice@proquo.com
or by sending a written request to ProQuo, Inc. at:
ProQuo, Inc.
7514 Girard Ave. 1-725
La Jolla, CA 92037
|
