Prograds Terms of Use

These Terms of Service (the “Terms of Service”) set out the terms and conditions under which you may access or download content that we offer on the website located at https://Prograds.com and https://app.Prograds.com (the “Website”) through a web browser , and generally use our services (collectively “Prograds Services”). These Terms of Service , together with the Acceptable Use Policy and the Privacy Policy, form a legally binding agreement between you and us for your access to the Prograds Services.  “We” “us” or “our” is defined as Prograds Inc. and its affiliates, officers, agents, partners, and employees.  Where applicable, “you” or “your” is defined as any individual user of the Prograds Services, including institutional users, professors, and student users. Your use of the Prograds Services means that you accept, and agree to abide by, all provisions of this Terms of Service policy.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE Prograds SERVICES, AND BY CLICKING THE “I ACCEPT” CHECK BOX UPON FIRST USE OF THE SERVICES, OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.   IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

We may change these Terms of Service, the Acceptable Use Policy or the Privacy Policy from time to time, without prior notice. All changes will take effect within 30 days of being posted on our home page or otherwise notified to users. Your continued use of the Prograds Services will signify your acceptance of such changes.

1. Restrictions and Requirements for Using the Prograds Services

1.1 Institutional Users. Users using the Prograds Services through a subscription held by a department, school, university or college, or other such entity (for example, students, professors or other staff) agree that they do so with the appropriate permissions and authority from the applicable institution.

1.2 Competitors. You may not access or use the Prograds Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Prograds Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

1.3 Minors. You represent that you are at least sixteen (16) years of age and you understand the terms of this Agreement. If you are at least ten (10) years of age and less than eighteen (16) years of age, then your parent or legal guardian must read and accept these Terms of Service and consent to your use of the Prograds Services, and agree to provide any personal information in connection with the Prograds Services on your behalf.  Prograds Services are not meant for users under the age of ten (10).

2. Your Password and Account

2.1 Registered Users. To gain access to and use the Prograds Services, you are required to register for an account that is accessed by a username and password (“Account”).  In registering your Account, you agree: (i) that the information you provide to us in connection with your registration will be current, complete and accurate; (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive (provided that Prograds reserves the right to reject the use of any user name for any reason or no reason); (iii) not to transfer, sell, convey or assign the right to use your Account to any third party without the prior written consent of us; and (iv) not to permit any third party to use your user name and password to access your Account or the Prograds Services. You further agree that you are responsible for the conduct of any party that uses your Account, whether or not authorized by you, and for any breach of the security of the Prograds Services related to the use of your user name and/or password.

2.2 Grant of Rights. Upon registration and subject to the payment of any applicable fees by you or the institutional subscriber under whose license you access the Services, we grant you the limited, revocable, non-transferable, non-exclusive right to access and use the Prograds Services (including any downloaded applications that permit interaction with the Prograds Services and any content to which you subscribe as further described in Section 2.3 below) for the term provided on the Order Form or Web Enrollment and subject to any additional terms contained therein.

2.3 Web Enrollment and Order Forms. The right to access to use the Prograds Services may be done through a subscription for service on the Website or with the App (“Web Enrollment“) or by an agreement or order form with an institution (“Order Form“) that incorporates by reference this these Terms of Service.

3. Restrictions

3.1 Certain Restrictions. The rights granted to you under these Terms of Service are subject to the following restrictions:

• you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Prograds Services;
• you shall not use framing techniques to enclose any of our trademarks, logos, or other intellectual property;
• you shall not use any metatags or other “hidden text” using our name or trademarks;
• you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the our intellectual property except to the extent the foregoing restrictions are expressly prohibited by applicable law
• you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Prograds Services
• except as expressly stated herein, no part of the Prograds Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without written permission from Prograds Inc. ;
• you must comply with the provisions of our Acceptable Use Policy. Failure to comply with the Acceptable Use Policy could result in your account being suspended or terminated; and
• you shall not remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Prograds Services.

Any future release, update or other addition to the Prograds Services shall be subject to the Terms of Service. Any unauthorized use of the Prograds Services terminates the licenses granted by us pursuant to these Terms of Service.

3.2 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Prograds Services.

3.3  Fees.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Prograds Services

4. Copyright and Content Policy

4.1 Types of Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated (you are responsible for all content that you upload, post, e-mail, transmit or otherwise make available while using the Prograds Services (“User Content”)); other users of the Prograds Services, are similarly responsible for all content such other users make available while using the Prograds Services.

4.2 No Obligation to Pre-Screen Content. While we are not obligated to screen content (including, but not limited to, User Content), we reserve the right, in our sole discretion, to pre-screen, refuse, or remove any content according to the terms 4.3 through 4.7 below.

4.3 Infringement of Intellectual Property Rights.  We do not permit copyright infringing activities and infringement of intellectual property rights and will remove any content on the Prograds Services if properly notified that such content infringes on another’s intellectual property rights.  If you are a copyright owner or an agent thereof and believe that any content made available through Prograds Services infringes upon your copyright, you may submit a notification by providing our Copyright Agent with the following information in writing:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• identification of the URL or other specific location on the Web site where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at legal@prograds.com.

4.4 User Content. You retain ownership of any content that you upload, post, transmit or display on or through the Prograds Services including any intellectual property rights which subsist in that content.  You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf. By uploading, posting or displaying User Content, you grant us, our partners, and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing the Prograds Services to you and other users. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize the Prograds Services and for any other lawful purpose. In no event will such data include any personally identifiable information, including identifiable images of persons.

4.5 User Content Compliance. Any User Content posted or shared by you while using the Prograds Services must comply with our Acceptable Use Policy.  You must have the necessary rights and consents to grant the licenses to upload User Content. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.  You must also ensure that your User Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful.

4.6 Removal of User Content. We reserve the right remove any User Content that we feel in our judgment does not comply with the Terms of Service, the Acceptable Use Policy, or the Privacy Policy,or violates any third party copyrights or trademarks. When the User whose Content is removed is a student at an educational institution or an employee or contractor of the institution Prograds will, immediately upon removal of the Content, consult with the institution and endeavour to find agreement on the best course of action. Prograds will retain the Content in the application, hidden from users, until the institution and Prograds can determine whether the Content should be removed permanently or be reinstated.

 We are not responsible for any delay or failure in removing such User Content. If you post User Content that we choose to remove, you hereby consent to such removal and waive any claim against us. We do not monitor all content uploaded, posted or published on the Prograds Services.  If you believe that any content uploaded, posted or published on the Prograds Services is defamatory and/or breaches the Terms of Service, please contact us at legal@prograds.com. You may be required to provide additional information to help us assess your concern and correctly identify information to be removed.

4.7 User Content Indemnity. You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through or by your use of the Prograds Services.

4.8 Retention and Deletion of Content. Unless otherwise specified in the Order Form or as per the User License, Prograds retains user content indefinitely. Users are encouraged to retain a copy of all content they upload to Prograds.

5. Termination

5.1 Suspension or Termination. We may, at our sole discretion, suspend or terminate your access to all or part of the Prograds Services with or without notice for any reasonable cause. Upon suspension or termination, your right to use the Prograds Services will immediately cease, and we reserve the right to block access to and return to you any information that you may have on file with us, including any Account information or User Content.

5.2 Effect of Termination. In the event of any termination or expiration, all licenses and rights we granted to you under these Terms of Service shall immediately terminate and the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

6. Fees Payment and Refund Policy

6.1 Term of Purchased User Subscriptions. In consideration of the right to access and use the Prograds Services, you or your institution agree to pay the applicable fees specified in an Order Form or Web Enrollment (the “Fees”). User subscriptions purchased by you, or for others, commence on the start date specified in the applicable Order Form or Web Enrollment and continue for the subscription term specified therein. Fees are billed in advance and are non-refundable except as set out herein. A valid credit card, PayPal account, Stripe account, or purchase order is required for paying the Fees. You will be billed as provided in an Order Form or Web Enrollment for the applicable Fee. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties to Prograds, which will remit the appropriate taxes to the appropriate government.

6.2 User Subscriptions for Administrative Users. Unless otherwise specified in the applicable Order Form or Web Enrollment, access and use of the Prograds Services is purchased as user subscriptions and may be accessed by no more than the specified number of users.  Additional user subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added.  The added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Prograds Services

6.3 Refunds. We will provide refunds for Prograds Services purchased directly by you for a period of two (2) weeks after initial activation. At the time of refund, your access to the Prograds Services will be immediately terminated and all records associated therewith will be permanently deleted. Refund requests are to be sent to support@prograds.com.

7.  Privacy

7.1 Privacy. Use of any Personal Information, as that term is defined in the Privacy Policy, collected through your use of the Website, our mobile applications or the PROGRADS Services more generally is also governed by our Privacy Policy, which is hereby incorporated into and made a part of these Terms of Service by this reference as though fully set forth herein.

8. Availability of Prograds Services.

8.1 Availability. Our goal is to ensure that the Prograds Services are available 24 hours a day, but will not be liable if for any reason if all or any of the Prograds Services are unavailable for any period of time.

8.2 Suspension. In the case of system failure, maintenance or repair or for reasons beyond our control, access to the Prograds Services may be suspended temporarily and without notice.

9. Linking to our Website.

9.1 Linking to our Web site. You may link to our Website’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.2 No Framing. Our Prograds.com Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. The website from which you are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.

The integration or framing of the application (app.Prograds.com) by institutional purchasers is permitted after negotiation and agreement between the parties.

10. Linking From our Website.

10.1 Linking from Our Website. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers, and accept no responsibility for them or for any loss or damage that may arise from your use of them. By using the Website you expressly agree that we will have no liability in respect of your use of such third party links.

11.  Reliance on Information.

11.1 Reliance on Information. We do not represent or warrant that information posted on our Website or the Prograds Services is complete, accurate or up to date including any content provided by third party authors with no review or contribution by us.  We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to our Website or by any user of the Prograds Services.

12. Intellectual Property Rights

12.1 Our Intellectual Property. We are the owner or a licensee of all intellectual property rights in the technology used to provide the Prograds Services and our licensors and their licensors are owners of all content licensed on the Prograds Services. Nothing in these Terms of Service gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.

12.2 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Prograds Services any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the Prograds Services. 

13. Disclaimers and Limitations of Liability

YOUR USE OF THE PROGRADS SERVICES IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE USE OF THE PROGRADS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRADS SERVICES OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE PROGRADS SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROGRADS OR THROUGH OR FROM USE OF THE PROGRADS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THE PROGRADS SERVICES IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE PROGRADS SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL PROGRADS OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE PROGRADS SERVICES AND LICENSED CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION.

14. General.

14.1 Notices. All notices to us must be sent to: legal@prograds.com. We may give you notice at either the e-mail or postal address you provide to us on your Order Form or Web Enrollment. Notice will be deemed received and properly served immediately when posted on the Prograds Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

14.2 Assignment. You may not transfer, assign, or charge any of your rights or obligations arising under these Terms of Service, without our prior written consent.

14.3 Severability. If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

14.4 Compliance with Laws.  Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under these Terms of Service.

14.5 Waiver.  No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

14.6 Entire Agreement.  These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

14.7 Governing Law.  These Terms of Service are to be construed under the laws of the Province of British Columbia, Canada. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to these Terms of Service. In the event of a dispute arising out of or in connection with the Terms of Service between you and us, then you agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROGRADS SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.