Pro Diem Inc. Terms of Service Agreement
Pro-Diem, Inc. Terms of Service!
1. ACCEPTANCE OF TERMS
By accessing and using the Pro-Diem, Inc, widget, you accept
and agree to be bound by the terms and provision of the TOS.
2. DESCRIPTION OF SERVICES
Pro-Diem, Inc. provides users a copy and paste tool to
capture and save their flight data for submission to us.
You understand and agree that the Pro-Diem, Inc .widget is
provided "AS-IS" and that Pro-Diem, Inc. assumes no
responsibility for any computer problems that may occur as a
result of downloading the widget. You are responsible for
obtaining access to the Pro-Diem, Inc. widget.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Pro-Diem, Inc.’s widget,
you represent that you are of legal age to form a binding
contract. You also agree to: (a) provide true, accurate,
current and complete information about yourself as prompted
by the Pro-Diem, Inc’s registration form. If you provide
any information that is untrue, inaccurate, not current or
incomplete, Pro-Diem, Inc. has reasonable grounds to suspect
that such information is untrue, inaccurate, not current or
incomplete, Pro-Diem, Inc. has the right to suspend or
terminate your account and refuse any and all current or
future use of the Pro-Diem, Inc. widget requests.
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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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. .
9. 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
10. 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.
11. 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.
12. 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
13. 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 PROO-DIEM, INC WIDGETS OR SOFTWARE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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 2009 Pro-Diem, Inc. All rights reserved.
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