Be sure to return to this page periodically to review the most current version of the TOU. We reserve the right at any time, at our sole discretion, to change or otherwise modify the TOU without prior notice, and your continued access or use of this Site signifies your acceptance of the updated or modified TOU.
1. SITE USAGE ELIGIBILITY & REQUIREMENTS
2. ACCEPTABLE USE/LICENSE
ProFormeus grants you a limited, personal, nontransferable, non-sublicensable, revocable license to access and use this Site only as expressly permitted in this TOU. Except for this limited license, we do not grant you any other rights or license with respect to this Site; any rights or license not expressly granted herein are reserved. The content and information on this Site as well as the infrastructure used to provide such content and information, is proprietary to ProFormeus or its suppliers and Providers. Accordingly, as a condition of using this Site, you agree not to use this Site or its contents or information for any purpose that is unlawful or prohibited by this Agreement. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from this Site. In addition, whether or not you have a commercial purpose, you agree not to:
i. access, monitor or copy any content or information of this Site using any robot, spider, webcrawler, scraper or other automated means or any manual process for any purpose without express written permission of ProFormeus;
ii. deep-link to any portion of this Site (including, without limitation, the purchase path for any travel services) for any purpose without express written permission of ProFormeus;
iii. use this Site in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of this Site or other users' computer equipment, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment;
iv. attempt to gain unauthorized access to this Site, any related website, other accounts, computer system, or networks connected to this Site, through hacking, password mining, or any other means; or
v. obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
You represent that you are of sufficient legal age to create binding legal obligations for any liability you may incur as a result of your use of this Site. You agree to provide correct and true information in connection with your use of this Site and you agree to promptly update your membership information (if applicable) in order to keep it current, complete and accurate. It is a violation of law to place a Request in a false name or with an invalid method of payment. Please be aware that even if you do not give us your real name, your web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you. Fraudulent users will be prosecuted to the fullest extent of the law.
ProFormeus reserves the right to cancel any transaction that it reasonably believes to have been fraudulently made, including without limitation, by unauthorized use of a credit or debit card.
3. DISCLAIMER OF WARRANTIES
UNLESS OTHERWISE STATED, ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. ProFormeus MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS WEBSITE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ProFormeus DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. ProFormeus DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND/OR ITS SERVERS WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. ProFormeus DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS SITE FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT. ProFormeus IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN THE TRANSMISSION OR RECEIPT OF TICKET ORDERS OR, ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.
WITHOUT LIMITING THE FOREGOING, NO WARRANTY OR GUARANTEE IS MADE (I) REGARDING THE ACCEPTANCE OF ANY OFFER, (II) THAT A USER WILL RECEIVE THE LOWEST AVAILABLE PRICE FOR GOODS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, (III) REGARDING THE AVAILABILITY OF PRODUCTS AND/OR SERVICES THROUGH THIS SITE, OR (IV) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE.
4. GENERAL LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ProFormeus, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SITE AND ITS CONTENTS (COLLECTIVELY THE "COVERED PARTIES"), BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE SITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE SITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS SITE OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SITE, ANY DELAY OR INABILITY TO USE THE SITE, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SITE. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
You agree to indemnify and hold the COVERED PARTIES harmless from any and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to your breach of this TOU, your violation of any law or the rights of a third party, or your use of the Site.
6. INTELLECTUAL PROPERTY RIGHTS
a. Copyright Notice
You acknowledge that all content included on this Site, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material (collectively, "Content") and the arrangement and compilation of the Content are intellectual property and copyrighted works of ProFormeus and/or its third-party providers including, without limitation, the retreat, spas, and other Suppliers that provide Services through this Site ("Providers"). Reproduction or storage of information or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code, or other applicable laws, and all applicable international copyright treaties and conventions, including without limitation, the Berne Convention and the Universal Copyright Convention.
b. Trademark Notice
"Paid Members" and "ProFormeus" & "PAIDMEMBERSAPP.COM" are service marks of ProFormeus. Other product and company names identified on this Site may be the name, trademark, trade name, service mark, logo, symbol or other proprietary designation of ProFormeus or a third-party. The use on this Site of any name, trade name, trademark, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third-party, and the availability of specific goods or services from such third-party through this Site, should not be construed as an endorsement or sponsorship of this Site by any such third-party, or the participation by such third-party in the offering of goods, services or information through this Site.
c. Procedure for Claims of Intellectual Property Infringement
ProFormeus respects the intellectual property of others, and we ask our users to do the same. ProFormeus may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide ProFormeus' Copyright Agent the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) 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; or (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
ProFormeus' agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: ProFormeus Copyright Department 1023 Walnut Street Boulder, CO 80302 By email: ProFormeus may update this mailing address from time to time.
You may cite or refer to the URL of this website without limitation, but unless expressly permitted, websites may not hyperlink to any page beyond the homepage of this Site or frame this Site or any web page or material herein, nor may any entity hyperlink any aspect of this Site in an email for commercial purposes without the express written permission of ProFormeus.
8. WEBSITE LINKS
ProFormeus makes no representations or warranties regarding the use or the results of the use of the content in this Site in terms of their currency, correctness, accuracy, reliability, or otherwise. ProFormeus makes no representations or warranties whatsoever about any third party services or any website which you may access through this Site. When you access a non-ProFormeus website, understand that it is independent from ProFormeus and ProFormeus has no control over or responsibility for contents on or the availability of that website. A link to a non-ProFormeus website does not constitute or imply an endorsement or recommendation by ProFormeus.
9. ONLINE PURCHASES
You assume total responsibility and risk for the payment options that you select.
10. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this website, you warrant that you will not use this website for any purpose that is unlawful or prohibited by TOU.
11. PASSWORD AND LOG-IN INFORMATION
You bear the responsibility of confirming that the email address provided to us is correct and not-accessible to the general public.
12. ACCESS TO PASSWORD PROTECTED/SECURE AREAS
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
If any of these conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions.
The entire agreement between user and ProFormeus may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
Headings are for reference purposes only and do not limit the scope or extent of such section.
16. DISPUTES: BINDING ARBITRATION, GOVERNING LAW, JURISDICTION, ETC.
User and ProFormeus shall attempt in good faith to resolve any dispute arising out of or relating to these TOU. If the matter is not resolved through relationship, all disputes as described above shall be resolved exclusively by binding arbitration held in Santa Cruz, California and presided over by one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The arbitrator's decision shall be final and binding and judgment may be entered thereon. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. In the event a party fails to proceed with arbitration the other party is entitled of costs of suit including a reasonable attorney's fee for having to compel arbitration. Nothing herein will be construed to prevent any party's use of injunction, and/or any other prejudgment or provisional action or remedy. Any such action or remedy shall act as a waiver of the moving party's right to compel arbitration of any dispute. YOU RECOGNIZE AND AGREE THAT, BY ACCESSING THE SITE OPERATED BY ProFormeus, YOU AND ProFormeus ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO THE CLAIMS COVERED BY THIS MANDATORY BINDING ARBITRATION PROVISION.
These TOU will be governed by the laws of the State of California without regard to its conflict of law provisions. User and ProFormeus agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California with respect to any legal proceedings that may arise in connection with, or relate to, this Binding Arbitration clause or these Terms and Conditions. User and ProFormeus agree to irrevocably submit to the jurisdiction of any such court in any such action, suit or proceeding and hereby agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that (i) he, she or it is not subject personally to the jurisdiction of such court, (ii) the venue is improper, or (iii) these Terms and Conditions or the subject matter hereof may not be enforced in or by such court.
17. ATTORNEY'S FEES, COSTS, AND EXPENSES OF SUIT
If any act of law or equity, including an action for declaratory relief or any arbitration proceeding, is brought to enforce, interpret or construe the provisions of these TOU, the prevailing party shall be entitled to recover actual attorney's fees, costs, and expenses.
No delay or failure by either party to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof of such party's rights to exercise or enforce each and every right and provision hereof. No single waiver will constitute a continuing or subsequent waiver. ProFormeus
ProFormeus charges a fee for the use of its service.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or ProFormeus cancels it. You may cancel your Subscription renewal either through your online account management page under My Account or by contacting ProFormeus's customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide ProFormeus with accurate and complete billing information including full name, address, state, zip code and a valid payment method information. By submitting such payment information, you automatically authorize ProFormeus to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, ProFormeus will issue an electronic notificaiton indicating that you must update your credit card on file.
21. FEE CHANGES
ProFormeus, in its sole discretion and at any time, may modify the Subscription fees new Subscriptions. Any Subscription fee change will become effective immediately. For active subscriptions defined as any subscription that was created prior to the modification of the Subscription fee, ProFormeus will provide you with a reasonable prior notice of any change in Subscription fees that will apply to Active Subscriptions to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
As a general rule, ProFormeus does not offer refunds under any circumstances. Certain refund requests for Subscriptions may be considered by ProFormeus on a case-by-case basis and granted in sole discretion of ProFormeus.
23. FREE TRIAL PERIOD
ProFormeus may, at its sole discretion, offer free trial for a limited period of time ("Free Trial"). At any time and without notice, 320NY reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
You can terminate your account at any time. We may retain certain information as required by law or as necessary for our legitimate business purposes. All provisions of this agreement survive termination of an account, including our rights regarding any content you’ve already submitted to the Site. (For instance, if you’ve created active members, deleting your account will not automatically remove the members from the Site.) You can contact us at firstname.lastname@example.org for additional information or to request project page deletion (this is not available in all circumstances).
25. THIRD PARTY ADVISOR / BROKER SERVICES
You can consent to have a third party advisor (broker) contact you about your valuation. If you do so, your email address will be shared with a broker partner for the purpose of contacting you and advising you. You have the option to share financial data with this adviser / broker at any time by explicitly entering an email address in the Share section of the appplication. You understand that you are under no obligation to sell your app but that if I do choose to sell your business using this broker as your agent that ProFormeus.io™ will receive a commission from the sale of your business. This third party advisor may provide you with advise about the value of your business and assist in the bokerage of your businesses. You agree that we will not be responsible for any loss you experience as a result of your reliance on such information.