Pro-Diem, Inc. PRIVACY POLICY
Registration Data and certain other information
about you are subject to our applicable privacy
policy. For more information, please contact
Pro-Diem, Inc. You understand that through your use
of the Pro-Diem, Inc Widget you consent to the
collection and use of this information, including
the transfer of this information to Pro-Diem, Inc
for processing. Pro-Diem, Inc. is only able to
collect data that you specifically upload to us and
does not capture passwords etc.
1.
MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation
upon completing the Pro-Diem, Inc. registration
process. You are responsible for maintaining the
confidentiality of the password and account and are
fully responsible for all activities that occur
under your password or account. You agree to (a)
immediately notify Pro-Diem, Inc. of any
unauthorized use of your password or account or any
other breach of security, and (b) ensure that you
exit from your account at the end of each session.
Pro-Diem, Inc. cannot and will not be liable for any
loss or damage arising from your failure to comply
with this Section 5.
2.
MEMBER CONDUCT
You understand that all information is the sole
responsibility of the person from whom such Content
originated. This means that you, and not Pro-Diem,
Inc. are entirely responsible for all Content that
you upload and make available via the Widget
Pro-Diem, Inc. does not control the Content posted
via the Widget as such, does not guarantee the
accuracy, integrity or quality of such Content. You
understand that by using the. Under no circumstances
will Pro-Diem, Inc. be liable in any way for any
Content, including, but not limited to, any errors
or omissions in any Content, or any loss or damage
of any kind incurred as a result of the use of any
Content posted, emailed, transmitted or otherwise
made available via the Pro-Diem, Inc Widget.
You agree to not use the Pro-Diem, Inc. widget to:
a.
upload, post, transmit or otherwise make available
any content that is unlawful, harmful, threatening,
abusive, harassing, tortuous, defamatory, vulgar,
obscene, libelous, invasive of another's privacy,
hateful, or racially, ethnically or otherwise
objectionable;
b.
impersonate any person or entity or falsely state or
otherwise misrepresent your affiliation with a
person or entity;
c.
upload, post, transmit or otherwise make available
any Content that you do not have a right to make
available under any law or under contractual or
fiduciary relationships (such as inside information,
proprietary and confidential information learned or
disclosed as part of employment relationships or
under nondisclosure agreements);
d.
upload, post, email, transmit or otherwise make
available any unsolicited or unauthorized
advertising, promotional materials, "junk mail,"
"spam," "chain letters," "pyramid schemes," or any
other form of solicitation.
e.
upload, post, email, transmit or otherwise make
available any material that contains software
viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware
or telecommunications equipment;
f.
interfere with or disrupt the Pro-Diem, Inc Widget
or servers or networks connected to Pro-Diem, Inc.
You acknowledge that Pro-Diem, Inc. may or may not
pre-screen content, but that Pro-Diem, Inc. and its
designees shall have the right (but not the
obligation) in their sole discretion to pre-screen,
refuse, or remove any content that is available via
the Widget. Without limiting the foregoing,
Pro-Diem, Inc. and its designees shall have the
right to remove any content that violates the TOS or
is otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the
use of any Content, including any reliance on the
accuracy, completeness, or usefulness of such
Content.
You acknowledge, consent and agree Pro-Diem, Inc.
may access, preserve and disclose your account
information and Content if required to do so by law
or in a good faith belief that such access
preservation or disclosure is reasonably necessary
to: (i) comply with legal process; (ii) enforce the
TOS; (iii) respond to your requests for customer
service.
You understand that the Pro-Diem, Inc widget and
software embodied within the Pro-Diem, Inc website
and server may include security components that
permit digital materials to be protected, and that
use of these materials is subject to usage rules set
by Pro-Diem, Inc. You may not attempt to override or
circumvent any of the usage rules embedded into the
Pro-Diem, Inc. Widget or software. Any unauthorized
reproduction, publication, further distribution or
public exhibition of the materials provided on the
Pro-Diem, Inc widget and server in whole or in part,
is strictly prohibited. Violators of such
shall be prosecuted to the fullest extent of the
law.
3.
CONTENT SUBMITTED OR MADE AVAILABLE FOR PER DIEM
CALCULATION
a.
Pro-Diem, Inc. does not claim ownership of Content
you submit or make available Pro-Diem, Inc.
4.
INDEMNITY
You agree to indemnify and hold Pro-Diem, Inc. and
its subsidiaries, affiliates, officers, agents,
employees, partners and licensors harmless from any
claim or demand, including reasonable attorneys'
fees, made by any third party due to or arising out
of Content you submit, post, transmit, modify or
otherwise make available through the Pro-Diem, Inc.
Widget, your use of the Pro-Diem, Inc Widget, your
connection to the Pro-Diem, Inc Servers, your
violation of the TOS, or your violation of any
rights of another.
5.
NO COMMERCIAL REUSE OF THE PRO-DIEM, INC. WIDGET
You agree not to reproduce, duplicate, copy, sell,
trade, resell or exploit for any commercial
purposes, any portion or use of, or access to, the
Pro-Diem, Inc. Widget. .
6.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Pro-Diem, Inc. may establish
general practices and limits concerning use of the
Pro-Diem, Inc Widgets and servers, including without
limitation the maximum number of days that uploaded
Content will be retained by Pro-Diem, Inc You agree
that Pro-Diem, Inc. has no responsibility or
liability for the deletion or failure to store any
Content maintained or transmitted by the Pro-Diem,
Widget or File upload process of Pro-Diem, Inc.
website. You acknowledge that Pro-Diem, Inc.
reserves the right to log off accounts that are
inactive for an extended period of time. You further
acknowledge that Pro-Diem, Inc. reserves the
7.
MODIFICATIONS TO PRO-DIEM, INC’S WIDGET
Pro-Diem, Inc. reserves the right at any time and
from time to time to modify or discontinue,
temporarily or permanently, the Pro-Diem, Inc
Widgets (or any part thereof) with or without
notice. You agree that Pro-Diem, Inc. shall not be
liable to you or to any third party for any
modification, suspension or discontinuance of the
Pro-Diem, Inc Widgets.
8.
TERMINATION
You agree that Pro-Diem, Inc. may, without
prior notice, immediately terminate, limit your
access to or suspend your account and access to the
services of Pro-Diem, Inc and it s widgets and
servers. Cause for such termination, limitation of
access or suspension shall include, but not be
limited to, (a) breaches or violations of the TOS or
other incorporated agreements or guidelines, (b)
requests by law enforcement or other government
agencies, (c) discontinuance or material
modification to the Pro-Diem, Inc widgets (or
any part thereof), (d) unexpected technical or
security issues or problems, (e) extended periods of
inactivity, (f) engagement by you in fraudulent or
illegal activities, and/or (g) nonpayment of any
fees owed by you in connection with the Pro-Diem,
Inc.. Further, you agree that all terminations,
limitations of access and suspensions for cause
shall be made in Pro-Diem, Inc’s sole
discretion and that Pro-Diem, Inc shall not be
liable to you or any third party for any termination
of your account, or access to the Pro-Diem, Inc
widget.
Termination of your Pro-Diem, Inc account
includes any or all of the following: (a) removal of
access to all or part of the offerings within the
Pro-Diem, Inc widgets (b) deletion of your password
and all related information, files and content
associated with or inside your account (or any part
thereof), and (c) barring of further use of all or
part of the services and widgets of Pro-Diem, Inc.
9.
PRO-DIEM, INC. PROPRIETARY RIGHTS
You acknowledge and agree that the Pro-Diem, Inc.
and any necessary software used in connection with
the Pro-Diem Widget ("Software") contain proprietary
and confidential information that is protected by
applicable intellectual property and other laws.
Pro-Diem, Inc. grants you a personal,
non-transferable and non-exclusive right and license
to use the object code of its Software on a single
computer; provided that you do not (and do not allow
any third party to) copy, modify, create a
derivative work from, reverse engineer, reverse
assemble or otherwise attempt to discover any source
code, sell, assign, sublicense, grant a security
interest in or otherwise transfer any right in the
Software. You agree not to modify the Software in
any manner or form, nor to use modified versions of
the Software, including (without limitation) for the
purpose of obtaining unauthorized access to the
Pro-Diem, Inc widgets. You agree not to access the
Pro-Diem, Inc widgets by any means other than
through the interface that is provided by Pro-Diem,
Inc. for use in accessing the Pro-diem, Inc. Widget
10.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a.
YOUR USE OF THE PRO-DIEM, INC. WIDGETS AND SOFTWARE
ARE AT YOUR SOLE RISK. THE PRO-DIEM, INC WIDGETS AND
SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. PRO-DIEM, INC. AND ITS
SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES,
AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b.
PRO-DIEM, INC AND ITS SUBSIDIARIES,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS
AND LICENSORS MAKE NO WARRANTY THAT (i) THE
PRO-DIEM, INC WIDGETS OR SOFTWARE WILL MEET YOUR
REQUIREMENTS; (ii) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE PRO-DIEM, INC WIDGETS OR
SOFTWARE WILL BE ACCURATE OR RELIABLE; (iii) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR
OTHER MATERIAL OBTAINED BY YOU THROUGH THE PRO-DIEM,
INC WIDGET OR SOFTWARE WILL MEET YOUR EXPECTATIONS;
AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE
CORRECTED.
c.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE PRO-DIEM, INC WIDGET OR
SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND
RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND
HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION
WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM,
INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS
OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
MATERIAL.
d.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM PRO-DIEM, INC OR THROUGH OR
FROM THE PRO-DIEM, INC WIDGETS OR SOFTWARE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
11.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRO-DIEM,
INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT
BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF PRO-DIEM, INC. HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
RESULTING FROM: (a) THE USE OR THE INABILITY TO USE
THE PRO-DIEM, INC WIDGET (b) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR
DATA; (d) ANY OTHER MATTER RELATING TO THE PRO-DIEM,
INC.
12.
NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly
provided in this TOS, there shall be no third-party
beneficiaries to this agreement.
13.
NOTICE
PRO-DIEM, INC. may provide you with notices,
including those regarding changes to the TOS,
including by but not limited to email, regular mail,
TRADEMARK INFORMATION
You agree that all of PRO-DIEM, INC’S
trademarks, trade names, service marks and other
logos and brand features, and product and service
names are trademarks and the property of PRO-DIEM,
INC.
14.
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT
OR INTELLECTUAL PROPERTY INFRINGEMENT
PRO-DIEM, INC. respects the intellectual
property of others, and we ask our users to do the
same. PRO-DIEM, INC may, in appropriate
circumstances and at its discretion.
15.
GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire
agreement between you and PRO-DIEM, INC. and governs
your use of the Pro-Diem, Inc. superseding any prior
version of this TOS between you and Pro-Diem, Inc
with respect to PRO-DIEM, INC WIDGET.
Choice of Law and Forum. You and Pro-diem, Inc. each
agree that the TOS and the relationship between the
parties shall be governed by the laws of the State
of Texas without regard to its conflict of law
provisions and that any and all claims, causes of
action or disputes (regardless of theory) arising
out of or relating to the TOS, or the relationship
between you and Pro-Diem, Inc. shall be brought
exclusively in the courts located in the county of
Tarrant, in Texas, or the closest U.S. District
Court to Tarrant County. You and Pro-Diem, Inc.
agree to submit to the personal jurisdiction of the
courts located within the county of Tarrant, Texas
or the closest District of in
Statute of Limitations. You agree that regardless of
any statute or law to the contrary, any claim or
cause of action arising out of or related to use of
the Pro-Diem, Inc Widgets or the TOS must be filed
within one (1) year after such claim or cause of
action arose or be forever barred.
Copyright 2011 Pro-Diem, Inc. All rights
reserved.
|