Effective August 1, 2014
1. Using the Service. Subject to your compliance with the terms and conditions of this Agreement, Proceed grants you a limited, non-exclusive right to use the Services, and any content and materials made available to you in connection with your use of the Services, only for your non-commercial, informational purposes and for such other purposes (and subject to such further limitations) as may be provided in this Agreement (including any additional terms applicable to a particular Service) or any instructions for use that Proceed may provide from time to time.
2. Limitations. You may use the Services and any materials or content made available to you in connection with your use of the Services only as expressly permitted by this Agreement and only in a manner that does not interfere with Proceed’s right or ability to provide the Services or any third party’s right or ability to use or enjoy the Services. Without limitation, you may not:
• Infringe, violate, or transgress any right of any party;
• Attempt to bypass, disrupt, or interfere with the security, provision or use of the Service;
• Impersonate another person or entity, misrepresent your affiliation with a person or entity (including Proceed), or use a false identity;
• Attempt to obtain unauthorized access to the Service;
• Engage, directly or indirectly, in any type of unsolicited communication;
• Collect, manually or through an automatic process, information about other users without their express consent or other information relation to the Service;
• Submit false or misleading information;
• Violate any law, rule, or regulation;
• Use any Proceed marks or other portion of the Services in advertising, promotions, or for other commercial purposes;
• Use the ElderlyHomeCare.com domain name or any domain name that is confusingly similar to this or another Proceed domain name as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service;
• Use the Service to compile information about a product or service for use in connection with a listing for a competitive product or service;
• Take any action that may undermine the ratings or review or similar process(es) under the Service; or
• Assist any third party in engaging in any activity prohibited by this Agreement
Engaging in any unauthorized use terminates the permission or license granted herein.
3. Personal Information. You hereby agree and acknowledge that Proceed may utilize electronic means of information capture and usage such as cookies, domain name and host capture, browser software capture, IP address capture, and the like. We reserve the right to collect and use such information in accordance with generally accepted industry practices. If you actively submit personal information through the Service, the Proceed will use commercially reasonable efforts to safeguard and protect such information and to use such information only for the intended purposes.
4. Disclaimer of Website Warranties and Waivers. THE SERVICE IS PROVIDED “AS IS.” PROCEED MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE PRODUCTS, CONTENT, SOFTWARE, INFORMATION, OR OTHER SERVICES PROVIDED HEREIN, AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES ARE EXPRESSLY WAIVED TO THE FULLEST EXTENT ALLOWED BY LAW, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. WE DO NOT WARRANT THAT THE SERVICE IS FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL ELECTRONIC OBJECTS AND COMPONENTS. YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO MATERIAL THAT MAY BE OR IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE TO YOU. WE ARE NOT RESPONSIBLE FOR THE FOREGOING AS WELL AS ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO USER SUBMISSIONS.
WITHOUT LIMITING THE FOREGOING, WE NOTE THE FOLLOWING:
• WE DO NOT INVESTIGATE, EXAMINE OR OTHERWISE REVIEW THE SERVICE’S USERS IN ANY MANNER. WITHOUT LIMITING THE FOREGOING: WE DO NOT ENGAGE IN ANY CRIMINAL BACKGROUND CHECKS; WE DO NOT DETERMINE WHETHER A USER OR SERVICE PROVIDER IS LICENSED; OR OTHERWISE HAS THE POWER AND AUTHORITY TO PERFORM ANY PARTICULAR JOB OR ACT; WE DO NOT CHECK THEIR FITNESS FOR ANY PARTICULAR JOB; AND WE DO NOT CHECK REFERENCES OR THE VERACITY OF ANY STATEMENT MADE ON THE WEBSITE OR OTHERWISE.
• WE MAKE NO REPRESENTATIONS REGARDING ANY SERVICE PROVIDER, THEIR WORK, THEIR BACKGROUND OR EXPERIENCE, THEIR LICENSE STATUS; THEIR FITNESS FOR ANY PARTICULAR JOB, OR ANY STATEMENT MADE ON THE WEBSITE OR OTHERWISE. THE SERVICE PROVIDERS LISTED ON THE WEBSITE, OR THAT OTHERWISE OFFER, PROVIDE, OR ADVERTISE THEIR SERVICES THROUGH THE WEBSITE, ARE NOT OUR EMPLOYEES, AGENTS, SUBSIDIARIES, JOINT VENTURERS, OR AFFILIATES. WE DO NOT CONTROL THEIR REPRESENTATIONS, SERVICES, ACTIONS, OR PERFORMANCE. WE DO NOT RECOMMEND ANY SERVICE PROVIDER. ANY GUARANTEES, WARRANTIES AND REPRESENTATIONS MADE BY ANY SERVICE PROVIDER DOES NOT CONSTITUTE THE GUARANTEES, WARRANTIES, OR REPRESENTATIONS OF PROCEED AND WE ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY INFORMATION PROVIDED BY ANY SERVICE PROVIDER. WE DO NOT GUARANTEE, WARRANT, ENDORSE, DEFEND, INVESTIGATE, OR SUPERVISE THE PERFORMANCE, REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY SERVICE PROVIDER, NOR DO WE GUARANTEE, WARRANT OR REPRESENT THAT THE SERVICE PROVIDER WILL NOT SUBCONTRACT PORTIONS OF THE CONTRACT.
YOU UNDERSTAND AND AGREE: THAT IT IS YOUR SOLE RESPONSIBILITY TO CONDUCT SUCH INVESTIGATION, EXAMINATION AND REVIEW OF ANY SERVICE PROVIDER THAT YOU ARE CONSIDERING WORKING WITH; THAT IT IS YOUR JOB TO ESTABLISH THE TERMS OF ANY WORKING RELATIONSHIP BETWEEN YOU AND ANY OTHER SERVICE PROVIDER. IF YOU ENTER INTO A CONTRACT WITH A SERVICE PROVIDER, YOUR RIGHTS ARE GOVERNED BY THE CONTRACT AND BY ANY APPLICABLE STATE AND FEDERAL LAW. IF A SERVICE PROVIDER ENTERS INTO A CONTRACT WITH YOU OR WITH ANY OTHER USER OF THIS WEBSITE, ITS RIGHTS ARE GOVERNED BY THE CONTRACT AND BY ANY APPLICABLE STATE AND FEDERAL LAW. IN EITHER CASE, WE ARE NOT A PROPER PARTY TO ANY DISPUTE THAT MAY ARISE BETWEEN SERVICE PROVIDERS AND OTHER WEBSITE USERS.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE WEBSITE OR ANY SERVICE PROVIDER WITH WHICH YOU CHOOSE TO WORK, INCLUDING, WITHOUT LIMITATION, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, AND CONSEQUENTIAL DAMAGES. AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. YOU HEREBY AGREE TO WAIVE ANY AND ALL LEGAL OR EQUITABLE RIGHTS OR REMEDIES THAT YOU MAY HAVE OR MAY HAVE AGAINST US WITH RESPECT THERETO.
5. Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD PROCEED, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, SERVICE PROVIDERS, AND OTHER PARTNERS AND EMPLOYEES, FOREVER HARMLESS AGAINST:
• ANY LIABILITY, LOSS, DAMAGES (INCLUDING PUNITIVE DAMAGES), CLAIM, SETTLEMENT, PAYMENT, COST, EXPENSE, INTEREST, AWARD, JUDGMENT, DIMINUTION OF VALUE, FINE, FEE, PENALTY, OR OTHER CHARGE ARISING DIRECTLY OR INDIRECTLY OUT OF YOUR USE OF THE WEBSITE, OR ANY TRANSACTION FACILITATED THEREBY, INCLUDING WITHOUT LIMITATION THE PROVISION OF SERVICES BY ANY SERVICE PROVIDER WITH WHICH YOU CHOOSE TO WORK; AND
• ANY COURT FILING FEE, COURT COST, ARBITRATION FEE OR COST, WITNESS FEE, AND EACH OTHER COST AND EXPENSE OF INVESTIGATING AND DEFENDING OR ASSERTING ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND OTHER PROFESSIONAL COSTS.
6. Limitations on Actions. YOU AGREE THAT ANY CAUSE OF ACTION THAT MAY ARISE, RESULT, OR OCCUR AS A RESULT OF YOUR USE OF THE WEBSITE, OR FROM ENTERING INTO THIS AGREEMENT, MUST BE COMMENCED NOT LATER THAN ONE (1) YEAR FROM THE DATE SUCH CAUSE OF ACTION ACCRUES, OTHERWISE YOU WAIVE ALL RIGHT TO BRING SUCH CAUSE OF ACTION AND SUCH ACTION IS FOREVER BARRED AND DISCHARGED.
7. Transferability. You agree that your rights and obligations under this Agreement may not be transferred, assigned, licensed, or otherwise alienated without the express written permission of Proceed, which may be denied for any or no reason. Proceed may assign your rights under this Agreement without your consent and without notice to you.
8. Reporting Copyright Violations. If you believe that a user of the Service has violated or is violating your copyright rights due to that user’s illegal, unlawful, or otherwise improper conduct, you (the copyright owner) or your agent may submit a notification pursuant to the Digital Millennium Copyright Act 17 U.S.C. § 512(c)(3) (“DMCA”) by providing our Copyright Agent (identified below) with the following information in writing:
• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit locating the material;
• information reasonably sufficient to permit the user to contact You, such as an address, telephone number, and, if available, an electronic mail;
• a statement that you have 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; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
Our designated Agent to receive notifications of claimed infringement is:
Michael P. Tomlinson
Attorney and Designated Agent for Proceed Innovative LLC
Tomlinson Law Office, P.C.
8501 W. Higgins Road, Suite 420
Chicago, IL 60631
Failure to comply with all of the requirements of the foregoing, may result in the waiver or invalidity of the DMCA. You may be liable for damages, including court costs and attorneys fees if you materially misrepresent that content on the Website constitutes copyright infringement.
We will advise the alleged infringer of the DMCA statutory counter-notification procedure as described in the DMCA, at which time the alleged infringer may respond to your claim and ask that the content at issue be restored.
Upon receiving your notification of alleged copyright infringement, as set forth above, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. In accordance with the DMCA, we have implemented a policy to terminate, when appropriate, access to the Website of any repeat infringer. As stated above, we may terminate the access of any user at any time for any or no reason.
10. Ability to Accept Terms of Service. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set from in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, you may not use the Website.
11. Responsibility of Website Visitors. We have not reviewed, and cannot review, all of the material, including any links to computer software or otherwise, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. We do not represent or imply that we endorse the material there posted, or that Proceed believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may, unknown to Proceed, also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. We disclaim any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
12. Termination. We may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement, you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
13. Applicable Law; Venue. By visiting and using this Website, you agree that any disputes concerning or involving this Agreement, or the use of the Website, shall be governed in accordance with the laws of the State of Illinois. You hereby consent to the personal jurisdiction of the courts of the State of Illinois for resolution of all disputes, claims and/or actions concerning or involving this Agreement, or your use of the Website. You further agree that the exclusive venue for any such disputes, claims and/or actions shall be in either the state or federal courts located in Chicago, Illinois.
14. AMENDMENT. WE RESERVE THE RIGHT TO AMEND THIS AGREEMENT AT ANY TIME, BY POSTING ON THE WEBSITE SAID AMENDED AGREEMENT. YOUR USE AND CONTINUED USE OF THE WEBSITE IS DEEMED AN AGREEMENT TO BE BOUND BY ANY SUCH AMENDMENTS.
16. Miscellaneous. This Agreement constitutes the entire agreement between Proceed and you concerning the subject matter hereof, and there may only be modified by a written amendment signed by our authorized executive, or by the posting a revised version of this Agreement on the Website. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.