Prosoftly Terms and Conditions
1.Acceptance of Terms
Welcome to Prosoftly . We are glad you are here. We hope you enjoy everything, we have to offer.
Important – Please read these Terms and Conditions carefully because they are a legal agreement between “You or Your” and Prosoftly .com, a website domain name owned by Albert Solino Corp. and its owners, (“Prosoftly ” or “We”) These Terms of Service govern your use of the websites, software and free services provided by Prosoftly . You automatically agree to these Terms and to our Privacy Statement simply by using or logging into the Sites. If You do not agree with the terms of this Agreement, do not use the Service.
The Prosoftly Websites offer you (“You” or “Your”) many services. Your use of Prosoftly products or service are provided by Prosoftly pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with us, if you use the services or log into the Sites.
Prosoftly reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to the use of the Service on a trial basis. By using the Service, You signify Your irrevocable acceptance of this Agreement. The Websites also include information created and published by Prosoftly (“Prosoftly Materials”) and third parties (“User Content”), such as text, images, photographs, graphics, audio and video, data, code, and software (collectively, the Prosoftly Materials and User Content are referred to as “Content”).The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
2. Description Of Service
The Service includes, and is limited to, a service, web site, or mobile application that allows You access to and use of a single Prosoftly Account. “Prosoftly ” referred to herein means an online collaboration tool that organizes projects into boards. The Service may contain information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Service (collectively, “Content”). Subject to these Terms of Service, Prosoftly grants to You and each user of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Service. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Service is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).
A “Prosoftly Account” or “Account” referred to herein means a service, web site, or mobile application, provided by Prosoftly , where You may use Prosoftly to create, update, share, and publish information, data, text, messages or other materials (“User Content”).
Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You also understand and agree that the service may include certain communications from Prosoftly , such as service announcements, administrative messages, etc., and that these communications are considered part of the Service and You will not be able to opt out of receiving them. You agree not to access the Service by any means other than through the interfaces that are provided by Prosoftly for use in accessing the Service. Prosoftly will provide the Service in accordance with this Agreement. Prosoftly may at its sole discretion modify the features of the Service from time to time without prior notice.
3.Registration of Service
3.1 – Your Obligations
In order to use the Service, You must have a valid Account.
You must provide accurate information such as an electronic mail address and other information when you create your Prosoftly account.
In consideration of use of the Service, You agree to: provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration form, and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You are responsible for safeguarding the password and for all activities that occur under your account. You should notify Prosoftly immediately if you become aware of any breach of security or unauthorized use of your account. Also ensure that you exit from Your Account at the end of each session. Prosoftly cannot and will not be liable for any loss or damage arising from Your failure to comply with this section.
You must comply with our Acceptable Use Policy at all times when using the Service.
You may never use another user’s account without permission.
You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
Prosoftly assumes no duty to verify such information as further detailed in the description of the service section of these Terms of Service. If You provide any information that is untrue, inaccurate, not current or incomplete, or Prosoftly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Prosoftly has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof).
By using the Service (and registering an Account on the Service), You represent and warrant that You are at least 13 years of age, and no one under the age of 13 may use the Service – except as set forth below under “Kids Under 13 and Prosoftly .
Prosoftly may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.
3.2 – Your Use of Prosoftly Software
As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Prosoftly and You, Prosoftly retains all right, title and interest in the Software.
3.3 – Administrator Access to Your Content
When you sign up for our Service, you associate one or more email addresses with your account. If you use an email address provided to you by a third party entity of which you are a part (such as [email protected] or [email protected]fit.org) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third party application(s). You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain. Please remember that you can associate more than one email address with your Prosoftly account, so you may want to consider associating personal Content with a personal email address.
3.4 – Your Content and Proper Use
The Service allows you to create tasks and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of providing you the Service and associated support; and analyzing and improving the operation of the Service.
You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not Prosoftly , are entirely responsible for all User Content that You upload, post, transmit or otherwise make available via Your Account. Prosoftly does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content.
You understand that by using the Service, You may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will Prosoftly be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that Prosoftly does not pre-screen User Content, but that Prosoftly and its designees shall have the right (but not the obligation) in their sole discretion to refuse, modify or move any Content that is available via the Service. Without limiting the foregoing, Prosoftly and its designees shall have the right to remove any User Content that violates the Agreement 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. In this regard, You acknowledge that You may not reasonably rely on any Content created by Prosoftly or submitted to Prosoftly . You acknowledge and agree that Prosoftly may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third-parties; or
(d) protect the rights, property, or personal safety of Prosoftly , its users and the public.
We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for Prosoftly .
You understand that the technical processing and transmission of the Service, including Your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Should User Content be found or reported to be in violation with, but not limited to, the following terms, it will be in Prosoftly ‘s sole discretion as to what action should be taken. You agree that You will not:
(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a Prosoftly official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;
(e) upload, post or otherwise transmit any User Content that You do not have a right to transmit 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);
(f) upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
(g) upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, including but not limited to (a) sending mass email to recipients who haven’t requested email from You or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting Your site by posting multiple submissions in public forums that are identical;
(h) upload, post or otherwise transmit 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;
(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) “stalk” or otherwise harass another;
(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices.
(m) offer for sale or sell any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) You do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) Prosoftly determines, in its sole discretion, is inappropriate for sale through the Service provided by Prosoftly ;
(n) use the Account website as a redirecting/forwarding service to another website;
(o) exceed the scope of the Service that You have signed up for; for example, accessing and using the tools that You do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people’s comments or User Content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, Prosoftly retains the right to terminate such account at any time without further warning.
If Prosoftly discloses User Content to comply with legal process or respond to claims that any User Content violates the rights of third-parties, to the extent permitted by law, regulation or legal process, Prosoftly agrees to provide You with prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.
3.5 – General Practices Regarding Use and Storage
You agree that Prosoftly has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Service. You acknowledge that Prosoftly may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. Prosoftly retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.
3.6 – Your Use of Third Party Applications
3.7 – Termination
You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.
3.8 – International Use
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
3.9 – Kids Under 13 and Prosoftly
In the event that you are a school, district or teacher in the United States and want your students, who are under the age of 13, to create Prosoftly accounts – including in conjunction with the establishment of a Prosoftly account – you agree that you are responsible for complying with the U.S. Children’s Online Privacy Protection Act (“COPPA”) and, to the extent applicable, the Family Educational Rights and Privacy Act (“FERPA”). This means that you must notify the students’ parents/guardians of the personally identifiable information that Prosoftly will collect, and that you will obtain parental/guardian consent before your students establish accounts or use Prosoftly . When obtaining such consent, you must provide parents/guardians with a copy of our Privacy Policies. You must keep all consents on file and provide them to us if we request them. For more information on complying with COPPA, see the Federal Trade Commission’s website. If you are located outside of the United States, we will rely upon you to obtain any required consent or approval from the parent or guardian of any student covered by similar laws, and, as a condition to your and your students’ use of Prosoftly , you agree that you will be responsible for complying with such laws.
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.
5.Prosoftly ’s Intellectual Property Rights
Prosoftly and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. You will not remove, deface or obscure any of Prosoftly ‘s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.
Prosoftly is a Trademark of Prosoftly , Inc. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
6. Copyright and No Resale of the Service
Prosoftly respects the intellectual property rights of others and we expect our users to do the same. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by Prosoftly . We respond to notices of alleged copyright infringement if they comply with the law.
7. Export Restrictions
You acknowledge that the Service, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
8. Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.
You agree to defend, indemnify and hold harmless Prosoftly and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.
10. Limitation of Liability
In no event will Prosoftly or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if Prosoftly , its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, Prosoftly ‘s, its affiliates’, suppliers’ and Resellers’ maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.
In connection with providing you the Service Prosoftly may transfer, store and process your Content in the U.S. or in any other country in which Prosoftly or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and Prosoftly Software is intended or created by these Terms of Service.
13. Termination, Breach, Suspension and Cancellation
If Your Subscription Fee payment is overdue, Prosoftly will disable Your access to the features provided by the Paid Plan. Prosoftly may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled and You may not be granted access to Your Account or any files or other Content (including Your User Content) contained in Your Account, and Prosoftly may delete Your User Content, although residual copies of information may remain in our system for some time for back-up purposes. In the event of termination, Prosoftly may also withdraw and at its discretion reallocate the public web address of Your Account.
If You terminate Your Account, via means provided for cancellation on the Prosoftly website, or via telephone call or electronic mail to Prosoftly, and You request that Prosoftly delete Your User Content and files contained in Your Account, Prosftly will make all reasonable efforts to do so.
14. Waiver and Severability
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
15. Choice of Law and Forum
This Agreement shall be governed by and construed under the laws of the State of CA, USA, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Prosoftly provides means for Account and Paid Plan cancellation on the Prosoftly website. If You cancel Your Account within 60 (sixty) calendar days of the date of sign up, and You request a refund, Prosoftly will refund all payments You have made to Prosoftly within the 60 calendar days prior to the cancellation and refund request.
You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to Prosoftly, its affiliates, suppliers and any other party authorized by Prosoftly to resell, distribute, or promote the Service (“Resellers”), and under such circumstances Prosoftly, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
17. Billing/Payment Terms
Additional groupings of features may be added to the Service and made available to You as a paid upgrade (“Paid Plan”). If You choose to subscribe to a Paid Plan, You shall pay fees (described below) to Prosoftly. Upon selection of a Paid Plan, You will provide Prosoftly with the necessary billing information (“Billing Data”).
Credit cards are the only payment mechanism Prosoftly will accept for payment of a monthly or yearly subscription fee (“Subscription Fee”) for a Paid Plan excluding some Enterprise level subscriptions. All currency references are in U.S. dollars. Paid Plans can be paid as either a monthly Subscription Fee or a yearly Subscription Fee.
If you select a Paid Plan, You must provide current, complete and accurate Billing Data. You must promptly update all Billing Data to keep Your Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date) and You must promptly notify Prosoftly if Your Payment Method is changed (for example, for loss or theft) or if You become aware of a potential breach of security, such as the unauthorized disclosure or use of Your name or password. If You fail to provide any of the foregoing information, You agree that Prosoftly may continue charging You for any use of the Paid Plan under your Billing Data unless You have terminated Your Paid Plan as set forth herein.
If You select the Monthly Fee, the credit card that You provide as part of the Billing Data will be automatically and immediately billed on the first Business Day of each Month. You agree that Prosoftly may charge to Your credit card all amounts due and owing for Your Account on that monthly basis or upon cancellation (see “Termination, Breach, Suspension and Cancellation” and “Refund”). If You select the Yearly Fee, the credit card that You provide as part of the Billing Data will be automatically and immediately billed on the day You sign up. You agree that Prosoftly may charge to Your credit card all amounts due and owing for Your Account on that yearly basis unless you cancel the account (see the “Termination, Breach, Suspension and Cancellation” and “Refund” sections of these Terms of Service). Prosoftly will contact You via electronic mail to alert You upon each charge. Prosoftly may change prices at any time without prior notice, but will endeavor to provide reasonable advance notice via the Prosoftly website and/or electronic mail. You agree that in the event Prosoftly is unable to collect the fees owed to Prosoftly for Your Account through Your Subscription Fee, Prosoftly may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Prosoftly in connection with such collection activity, including collection fees, court costs and attorneys’ fees.
As long as Your Account remains active and in good standing, You will be charged the Subscription Fee even if You never use the service. You may, however, cancel Your Paid Plan at any time.
U.S. Government Agencies
If you are a U.S. Government agency utilizing Prosoftly’s free Service in an official capacity, your use of the Service shall be subject to these Terms and this Amendment.
18.Some Essential Notices
19. Contacting Us
Prosoftly can be contacted at:
Prosoftly – Albert Solino Corp.
2603 Camino Ramon
San Ramon CA 94583
Questions about our Products, Services, or privacy practices can be directed to [email protected]
Version 1.1 These terms were last updated on April 25, 2018.
© Copyright 2019, Prosoftly, Inc. All rights reserved.