1.0 ACCEPTANCE OF TERMS
community.Provance.com (Provance) provides its service, subject to the following Terms of Service ("TOS"), which may be updated by Provance or its representatives from time to time. The most current version of the TOS can be reviewed at any time through the use of our website (community.provance.com). The Terms of Service govern both Provance Member organizations, Affiliate Organizations and the Vendors/Clients it has granted access to the Provance website (collectively referred to hereafter as Client).
2.0 Provance REPRESENTATIVES
Provance has contracted with Socious, Inc. to act as a representative of Provance with respect to Provance website.
3.0 DESCRIPTION OF SERVICE
Provance website currently provides Clients and other users with access to a rich collection of resources, including, various communications tools, forums, file areas, and personalized content through its online interface (the "Service"). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS.
Client is responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). Client is responsible for those fees. In addition, Client must provide and is responsible for all equipment necessary to access the Service.
4.0 REGISTRATION OBLIGATIONS
In consideration of use of the Service, Client agrees to the best of their abilities to: (a) provide current and complete information about themselves, their organization and its users (such information being the "Registration Data") and (b) maintain and update the Registration Data to keep it current and complete. In addition, Client understands that in order to keep them informed of Provance business items and events, that Provance will on a periodic basis send email based communications to the Client notifying them of such items and events. Client agrees that receiving these emails is a part of their use of the Service, and if they wish to not receive these emails they must terminate their account.
5.0 MEMBER ACCOUNT, PASSWORD AND SECURITY
Client's users will receive a username and password as part of the Service's registration process. Client is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under such password or account. Client agrees to (a) immediately notify Provance or its representatives of any unauthorized use of Client's password or account or any other breach of security, and (b) ensure that Client exits from its account at the end of each session. Provance and its representatives will not be liable for any loss or damage arising from Client's failure to comply with this Section 5.
6.0 MEMBER CONDUCT
Client understands that all information, data, text, software, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the Client, and not Provance nor its representatives, is entirely responsible for all Content that it uploads, posts, emails, transmits or otherwise makes available via the Service. Provance and its representatives do not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
Client agrees to not use the Service to:
** upload, post, email, transmit or otherwise make available any Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially or ethnically objectionable;
** harm minors in any way;
** impersonate any person or entity, including, or falsely state or otherwise misrepresent its affiliation with a person or entity;
** forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
** upload, post, email, transmit or otherwise make available any Content that Client does 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);
** upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
** upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes,";
** 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;
** disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
** interfere with or disrupt the Service or servers or networks connected to the Service;
** intentionally 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;
** "stalk" or otherwise harass another; or
** collect or store personal data about other users.
Client acknowledges that Provance and its representatives do not pre-screen Content, but that Provance and its representatives shall have the right (but not the obligation) in their sole discretion to reclassify within the Service any Content that is available via the Service. Without limiting the foregoing, Provance and its representatives shall have the right to remove any Content that violates the TOS.
Client understands that the technical processing and transmission of the Service, including its Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7.0 SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, Client agrees to comply with all applicable laws of the United States regarding online conduct and acceptable Content. Specifically, Client agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Client resides.
Client agrees to indemnify and hold Provance and its representatives, their subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of Content Client submits, posts, transmits or makes available through the Service, or breach of the TOS.
9.0 NO RESALE OF SERVICE
Client agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
10.0 DEALINGS WITH ADVERTISERS
Client's correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Client and such advertiser. Client agrees that Provance and its representatives shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
Provance website may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Provance and its representatives have no control over such sites and resources, Client acknowledges and agrees that Provance and its representatives are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. Client further acknowledges and agrees that Provance and its representatives shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third party sites or resources, or any goods or services available on or through any such site or resource.
12.0 Provance's PROPRIETARY RIGHTS
Client acknowledges and agrees that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Client further acknowledges and agrees that Content contained in sponsor advertisements or information presented to Client through the Service or advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Provance and its representatives, or advertisers, Client agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
Provance grants Client a personal, non-transferable and non-exclusive right and license to use the object code of its Software on their computer; provided that Client does not (and does not allow any third party to) copy, modify, create a derivative work of, 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. Client agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Client agrees not to access the Service by any means other than through the interface that is provided by Provance and its representatives for use in accessing the Service.
13.0 DISCLAIMER OF WARRANTIES
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:
13.1 CLIENT'S USE OF THE SERVICE IS AT ITS SOLE RISK TO THE EXTENT PERMITTED BY LAW. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVANCE AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.2 PROVANCE AND ITS REPRESENTATIVES MAKE NO WARRANTY THAT (i) THE SERVICE AND INFORMATION RECEIVED THROUGH THE SERVICE WILL MEET CLIENT'S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) ANY INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
13.3 ANY MATERIAL DOWNLOADED, VIEWED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CLIENT'S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S COMPUTER SYSTEMS AND NETWORKS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, VIEWING OR USE OF ANY SUCH MATERIAL.
14.0 EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 13 MAY NOT APPLY TO CLIENT.
15.0 SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If Client receives or requests any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, such information is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. Provance and it representatives, and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.
16.0 Personal Information
For any Personal Information, Service Provider shall comply with the Personal Information Protection and Electronic Documents Act (Canada) and the Personal Health Information Protection Act (Ontario) and any other privacy or personal information legislation that may be applicable to such Personal Information. For the purposes of this Agreement, "Personal Information" shall include information about an identifiable individual, but does not include the name, title or business address or telephone number of an employee of an organization.