TERMS OF SERVICE

The following describes the Terms of Service (or Terms of Use) on which PROPPER ECOMMERCE INC. ("PEI") offers you the information (including the Intellectual Property as defined below), services and products on our web site and related web pages (collectively, the "Services").

PEI reserves the right to modify, amend or restate the Terms of Use from time to time with or without prior notice.

Your use of this web site and any Services after the posting of modifications to these Terms of Use will constitute your acceptance of the Terms of Use as modified.

Part 1. Use of this Web Site

You represent that you have read and agree to be bound by the Terms of Use. You further agree to comply with U.S. or other applicable law regarding the transmission of any information obtained from the Services in accordance with the Terms of Use, not to use the Services for illegal purposes, and not to interfere or disrupt the networks connected to the Services.

Part 2. Restrictions on Use

You may not use the Services for any illegal purposes or in any manner inconsistent with the Terms of Use. You agree to use the Services solely for your own use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity.

You agree to promptly notify PEI upon becoming aware of any unauthorized access or use of the Services by any party or any claim that the Services infringes upon any copyright, trademark or other contractual, statutory or common law rights.

Part 3. Further Restrictions on Use

YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES.

YOU MAY NOT USE THE SERVICES IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF OUR TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH OUR CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS.

YOU WILL NOT USE THE SERVICES OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF OUR TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL.

YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICES. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS OF USE.

Part 4. Intellectual Property

This web site contains material that is derived in whole or in part from materials supplied by PEI and various other sources. This web site, including but not limited to its text, logos, content, photographs, flash animations, video, audio and graphics (the "Intellectual Property"), is protected by copyrights, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Intellectual Property is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Services are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services.

Part 5. No License Granted

You acquire absolutely no rights or licenses in or to the Services and materials contained therein other than the limited right to utilize the Services in accordance with the Terms of Use. Should you choose to download content from the Services, you must do so in accordance with the Terms of Use. Such download is licensed to you by PEI only for your own personal, noncommercial use in accordance with the Terms of Use and does not transfer any other rights to you.

Part 6. Accuracy Disclaimer

We do not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the web site or linked from the web site. All information contained on this web site has been obtained from sources believed by PEI to be accurate and reliable. Due to the possibility of human and mechanical error, PEI is not responsible for any errors or omissions.

Part 7. Rights Reserved

All present and future rights in and to the Intellectual Property and other proprietary rights of PEI of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Services (the "Intellectual Property Rights") shall, as between you and PEI, at all times be and remain the sole and exclusive property of PEI. All present and future rights in and title to the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to PEI for our exclusive use. Except as specifically permitted by the Terms of Use, you may not copy or make any use of the Services or any portion thereof.

Part 8. Liability Disclaimer

The material provided on this web site could include technical inaccuracies or typographical errors and the web site may be subject to periods of interruption. We may make changes or improvements at anytime.

Part 9. Limitation of Liability

While PEI endeavors to maintain the highest professional quality of the services we offer on our web site, We cannot be held responsible for any errors, defects, lost profits, or other consequential damages arising from the use of this web site. We will not be liable for any damages or injury, including but not limited to, special or consequential damages that result from any failure of performance, error, omission, interruption, defect, delay in operation of transmission, or computer virus, the use of, or the inability to use, the materials in the Services even if there is negligence by PEI or an authorized representative of PEI; user has been advised of the possibility of such damages. The above limitation or exclusion may not apply to you to the extent that applicable law may not permit the limitation or exclusion of liability for incidental or consequential damages. Our total liability to you for all losses, damages, and causes of action (in contract, tort (including without limitation, negligence, or otherwise) will not exceed the amount you paid to PEI to access the Services.

Part 10. Indemnification

You agree, to the extent permitted by applicable law, to indemnify and hold PEI, our officers, directors, owners, agents and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, the violation of these Terms of Use by you, or the infringement by you, or other user of the Services using your computer, of any Intellectual Property or other right of any person or entity. PEI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Part 11. User Submissions to the Web Site

The Services include forms and email addresses that enable electronic communication to staff members at PEI. All remarks, suggestions, ideas, graphics, or other information communicated to PEI through our services will become the property of PEI. Without limitation, We will have exclusive ownership of all present and future existing rights to the User Submission of every kind and nature everywhere. We will be entitled to use the User Submission for any purpose whatsoever (consistent with the Privacy Policy then in effect), without compensation to you or any other person sending the User Submission.

Part 12. All Submissions Are Subject to These Further Conditions

Your use of the Services and submission of material for publication on the pages of the web site are conditioned on your adherence to the following policies:

  • You may not restrict or inhibit any other user from using or enjoying any of the Services.
  • You may not post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or racially, ethnically or otherwise objectionable material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
  • You may not post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by intellectual property rights.
  • You may not post or transmit any information, software or other material which contains a virus or other harmful component.
  • You may not post, transmit or in any way exploit any information, software or other material for commercial purposes, or which contains commercial advertising.

We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of its Submission policies.

Under no circumstances will PEI be required to treat any Submission as confidential (subject to Privacy Policy then in effect), and will not be liable for any ideas for its business (including, without limitation, product or service ideas) and will not incur any liability as a result of any similarities that may appear in future PEI operations.

You acknowledge that you are solely responsible for whatever material you submit, and you, not PEI have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright. Your communication of a Submission is in all respects subject to the Terms of Use, including without limitation those set forth in "Indemnification."

Part 13. Links

PEI may display links to other web sites that are not owned or maintained by PEI and which contain information some people may find inappropriate or offensive. We have not reviewed such web sites and are not responsible for the content thereof. The inclusion of a link to such web site does not imply endorsement by PEI. Viewing of any web site linked to the Services is at your own risk. We encourage you to review the Privacy Policy and Terms of use of websites linked to from the PEI services as their policies may differ from ours.

Part 14. Endorsement Disclaimer

PEI does not necessarily endorse, support, sanction, or verify the information or material that is submitted to this web site or linked to this web site. Unless otherwise specifically indicated, PEI has no affiliation with any of the organizations mentioned or described on the web site, and we make no representations or warranties with regard to those organizations. Nor do we endorse or affiliate ourselves with any of the organizations that are linked to or from this web site.

Part 15. Privacy Policy

Our current Privacy Policy can be reviewed by following the link above and is incorporated herein by reference. By using this web site, you expressly consent to certain disclosures of your personally identifiable and other personal information provided to you by PEI to third parties, and to use of your information by PEI and third parties, to the extent set forth in our current Privacy Policy, unless you otherwise notify PEI in accordance with the Privacy Policy.

Part 16. Policies Concerning Claims of Infringement

It is our policy to respond expeditiously upon receiving notice of claimed intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws.

All notices of copyright infringement should be sent to PEI.

Notices of copyright infringement should contain the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the copyright owner that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit PEI to locate the material.
  • The address, telephone number, or email address of the complaining party.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement, under penalty of perjury, that the information in the notification is accurate, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We reserves the right to remove and/or disable access from the Service to web pages of repeat infringers and reserves the right to terminate all account holders and subscribers who are repeat infringers of intellectual property laws.


Part 17. Access and Interference

Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Intellectual Property or any other content contained herein without our prior written consent. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

Part 18. Access Outside the United States

PEI makes no representation that the materials provided at this web site are appropriate or available for use in locations outside of the United States, its territories and possessions. If you use the Services from other locations, you are responsible for compliance with applicable local laws.

Part 19. General Disclaimer

PEI is not responsible for any direct, indirect, incidental, consequential or any other damages arising out of or in connection with the use of this web site or in reliance on the information available on the web site. This includes any personal injury, business interruption, loss of use, lost data, lost profits, or any other pecuniary loss, whether in an action of contract, negligence, or other tortuous action, even if we have been informed of the possibility.

Part 20. Miscellaneous

These Terms of Use will be governed and be interpreted pursuant to the laws of the State of Missouri, United States of America, notwithstanding any principles of conflicts of law and you hereby consent to the jurisdiction of such courts. If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If we ask a third party to provide Services through this web site, the provisions of this agreement shall apply to your use of the Services, unless otherwise noted. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control.

We may freely assign or update this agreement.

Revised February 2006.