Last Updated: March 15, 2026
Batia Infotech | ProProfs
3101 Ocean Park Blvd Ste 100 PMB 187
Santa Monica, California 90405, USA
Phone: (855) 776-7763
These terms of service are a binding legal document (the "Agreement") that is entered into by and between you and Batia Infotech (referred to herein as "ProProfs," "Batia Infotech," or "Company"). You agree that your use of the website at the URL: www.ProProfs.com, and any of its associated websites, including but not limited to: ProProfsTraining.com, ProProfsChat.com, ProProfsDesk.com, ProProfsProject.com, ProProfsKB.com, ProProfsSurvey.com, ProProfsDiscuss.com, ProProfsGames.com, ProProfsFlashcards.com, Live2Support.com, HelpDocsOnline.com, Picreel.com, BIGContacts.com, ProjectBubble.com, Qualaroo.com, WebinarNinja.com, CourseNinja.com, PeopleGoal.com, PeopleGoal-v1.com, PeopleGoal-v2.com, Batia.com or any other Batia Infotech company/website linking to this Agreement, which Company may change from time to time at its discretion, (collectively, the "Website"), and the services and content offered therein, shall be bound by this Agreement. This Agreement is effective as of the date you first accessed the Website and/or Services (whichever is first).
Company provides a number of services for online help & collaboration and online learning & assessment, which may include, without limitation, quizzes & surveys, flashcards & games, training courses, knowledge bases, chat, help desk, collaborate, discuss, CRM, and project management ("Service" or "Services"). You may use the Services for your personal use or for internal business purposes in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
User may not (a) rent, loan or re-license rights to access and/or use the Service (except as specifically provided herein); (b) modify, disassemble, decompile, or reverse engineer software included as part of the Service; or (c) use our Website or Services in any manner that violates this Agreement or any local, state, federal, or international laws. User may access and use the Service solely for its own benefit and in accordance with the terms and conditions of this Agreement or as otherwise agreed to by Company in writing. Use of and access to the Service is permitted only by permitted users. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then User will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. User will be responsible for any and all actions taken using User's accounts and passwords.
The terms "us", "we", and "our" refer to Company, the owner of this Website, hereinafter referred to as Company. A "Visitor" is someone who merely browses our Website. A "Member" or "Subscriber" is someone who has registered with our Website to use our Services. The term "User" is a collective identifier that refers to either a Visitor, Member, or a Subscriber. The term "Product" refers to any products we sell or give away.
All text, information, graphics, design, and data offered through our Website or Services, whether produced by our User or by us, are collectively known as our "Content". We distinguish content posted by our User as "User Content".
This Agreement is between you and Company.
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING, AND/OR BROWSING OUR WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT USE, ACCESS, AND/OR BROWSE IT FURTHER.
Except as otherwise noted, this Agreement constitutes the entire and only Agreement between you and Company and supersedes all other Agreements, representations, warranties, and understandings with respect to our Website, Services, and the subject matter contained herein. However, for you to use our Website and/or Services, you may also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.
Our Privacy Notice shall be part of this Agreement, and is incorporated herein by reference. You must review our Privacy Notice. If you do not accept and agree to be bound by all the terms of this Agreement, including the Privacy Notice, do not use this Website or our Services.
For customers subject to the EU General Data Protection Regulation (GDPR), UK GDPR, or other data protection laws requiring data processing agreements, our Data Processing Addendum (DPA) is available upon request by contacting [email protected]. The DPA governs Company's processing of personal data on your behalf and includes Standard Contractual Clauses for international data transfers. Enterprise customers requiring a DPA should request it during contract negotiations.
If you choose to participate in our Affiliate Program, you agree to be bound by the separate Affiliate Program Terms, which are incorporated into these Terms of Service by reference. The Affiliate Program Terms provide additional rules, guidelines, and conditions specific to our Affiliate Program. By participating in the Affiliate Program, you agree that any actions related to the program are subject to both these Terms of Service and the Affiliate Program Terms.
The Affiliate Program Terms may be updated from time to time, and it is your responsibility to regularly review them. Your continued participation in the Affiliate Program constitutes your acceptance of any modifications to the Affiliate Program Terms.
For further details, please refer to the Affiliate Program Terms at:
https://www.proprofs.com/policies/affiliate/
Any legal controversy or claim arising from or relating to this Agreement and/or our Services, excluding legal action taken by us to collect or recover damages for – or obtain any injunction relating to – website operations, intellectual property, and our Services, will be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.
**CLASS ACTION WAIVER:** YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.
**Individual Arbitration Only:** Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party.
**Mass Arbitration Provision:** If 25 or more similar arbitration demands are filed against Company, the parties agree that the arbitrations shall proceed in batches of 10 cases at a time (to be selected randomly). Each batch of 10 shall have a single filing fee and the results will be used to facilitate a global resolution of all remaining cases.
**Location and Process:** The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. You or we may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect our or your rights or property pending the completion of arbitration. Each party will bear half the arbitration fees and costs.
**Opt-Out Right:** You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to: [email protected] within 30 (thirty) days after first becoming subject to this arbitration provision. Your notice must include your name, address, and the email address(es) used to log in to your account(s). If you opt out of this arbitration provision, Company also will not be bound by it.
**Severability:** If any portion of this Section 5 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 5 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 5; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
This Agreement will be treated as if it were executed and performed in Los Angeles, California, and will be governed by and construed in accordance with the laws of the state of California without regard to conflict of law provisions. In addition, you agree to submit to the personal jurisdiction and venue of such courts of Los Angeles County in the state of California. Any cause of action by you with respect to our Website or Service must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
Company grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Website and Services strictly in accordance with this Agreement. Your use of our Website and Services is solely for internal, personal, noncommercial purposes unless otherwise provided for in this Agreement. Any use for commercial gain is expressly prohibited. No printout or electronic version of any part of our Website or Services may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
Notwithstanding the foregoing, you acknowledge that certain components of the Website that operate in your browser ("Open Source Components") may be covered by so-called "open source" software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. License notices for the Open Source Components are contained within the source code delivered to you. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement.
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website, Content, Services, and any software provided therein.
**Export Controls:** The Services and underlying technology may be subject to export controls under U.S. law. You agree to comply with all applicable U.S. and international export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and trade sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not: (a) located in, or a resident or national of, any country subject to U.S. government embargo or designated as a "terrorist supporting" country; (b) on any U.S. government list of prohibited, sanctioned, or restricted parties; or (c) otherwise prohibited from using the Services under applicable export control laws.
This Agreement in no way creates any agency, partnership, joint venture, or employee-employer or franchisor-franchisee relationship between you and Company.
Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies in the form of words, graphics, and logos. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks without the prior permission of Company obtained in a written instrument signed thereby. Our Content, as found within our Website and Services, is protected under United States and foreign copyrights. The copying, redistribution, use, or publication by you of any such Content is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content.
All proprietary rights in the Service will remain in and be the sole and exclusive property of Company. For the avoidance of doubt, this includes but is not limited to all proprietary rights in the Service, including but not limited to all copyright, patent, trade secret, trademark or other intellectual property rights, and all rights in any technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, designs, inventions and other tangible or intangible technical material or information utilized by Company in connection with the provision of the Services. Company shall have the royalty-free right to use any suggestions, ideas, feedback or other recommendations provided by User relating to the Service ("Submissions"). You hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of the Services.
**Additional Restrictions:** In addition to the restrictions elsewhere in this Agreement, you may not and may not permit others to:
(a) Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms, architecture, or structure of the Services or any software, documentation, or data related to the Services;
(b) Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services in any form or by any means;
(c) Create derivative works based on the Services, or use the Services as a basis for developing competing products or services;
(d) Frame, mirror, or incorporate any part of the Services into any other website or service;
(e) Use any robot, spider, scraper, crawler, or other automated means to access the Services except through official APIs with proper authorization;
(f) Extract data from the Services for purposes of training AI models, machine learning systems, or for any commercial purpose outside of your authorized use of the Services;
(g) Remove, obscure, or alter any proprietary rights notices (including copyright, trademark, and patent notices) on or within the Services;
(h) Use the Services or any data obtained therefrom in any manner that competes with Company's business;
(i) Access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes without Company's prior written consent.
**Enforcement:** Company actively monitors for violations of these intellectual property restrictions and will take appropriate legal action, including seeking injunctive relief and monetary damages, against violators.
Use of the Services is void where prohibited. The Services are intended for User over the age of eighteen (18), but is open to all ages. Where applicable, parents or guardians (e.g., teachers) are responsible for obtaining all necessary rights and permissions associated with use of our services by children (under 18) under their supervision. By using the Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service does not violate any applicable law or regulation.
To use our Services, you may need to register with our Website to become a Member. Your Membership is not transferable or assignable and is void where prohibited. Our Website and Services are intended solely for Users who are at least eighteen (18) years of age or older. Any registration by, use of, or access to our Website by anyone under that age is unauthorized, unlicensed, and in violation of this Agreement. By using our Website and/or Services, you represent and warrant that you are eighteen (18) years of age or older and agree to abide by all the terms and conditions of this Agreement. Company has sole right and discretion to determine whether to accept a Member, and may reject a Member's registration with or without explanation.
When you complete the registration process, you will receive a password that will allow you to access our Services. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality as well as all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that our Website cannot and will not be liable for any loss or damage arising from your failure to comply with password security as discussed herein.
You may engage in conferences and chats, download and upload files and otherwise use the Services as permitted by these Terms of Service & Privacy Policy and applicable law. Files that you upload, public messages that you send and your activity in conferences and chats are subject to review, modification and deletion without notice by Company. Files available on the Company Website may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them. Any copyright, trademark, and other proprietary notices may not be removed from any copies you download or share.
By using our Service or the Company Website, you warrant and represent that:
(a) All quizzes, polls, games, surveys, training, content, questions, information, data, text, software, music, sound, photographs, images, video, quiz or polls or any other type of responses, messages or other materials that you upload to the Company Website ("Content") are your original works of authorship, and that, if you are uploading the image of any third party, you have obtained the right to use his or her likeness on the Company Website, and
(b) By using the Company Website and the Services, you may be exposed to Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, and you agree and consent to that exposure.
You are solely responsible for your interactions with other members on the Company Website. As such, you should not give out any personally identifiable information such as your last name, personal email addresses, username or password to ProProfs or third-party websites/services, instant messenger addresses, personal URLs, telephone numbers and physical addresses to other members. Additionally, you should not give out any financial information or transmit electronically or physically any money to other members. You acknowledge and agree that Company has no responsibility or obligations to you in the event that you choose to meet or interact with other users or members of the Company Website.
Meeting strangers has inherent risks, and you solely assume all such risks if you choose to meet any third party with whom you are introduced on the Company Website. You acknowledge and understand that Company does not (a) in any way screen or inquire into the backgrounds of our members or attempt to verify the statements of our members, or (b) make any representations or warranties as to the conduct of members with any current or future members.
Company offers certain Paid Services that you may subscribe to for an additional charge (the "Subscription Services"). Our prices for Subscription Services vary by product and package type and are clearly stated on the "Pricing" web page for each product. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD (MONTHLY, QUARTERLY, OR ANNUALLY) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. BY AGREEING TO THESE TERMS AND PURCHASING A SUBSCRIPTION, YOU AUTHORIZE COMPANY TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR THE APPLICABLE RENEWAL FEE AT THE THEN-CURRENT RATE. YOU MAY CANCEL AUTOMATIC RENEWAL AT ANY TIME THROUGH YOUR ACCOUNT SETTINGS OR BY CONTACTING SUPPORT AT: [email protected]. CANCELLATION MUST BE COMPLETED AT LEAST 24 HOURS BEFORE THE END OF YOUR CURRENT SUBSCRIPTION PERIOD TO AVOID CHARGES FOR THE NEXT PERIOD. These Subscription Services descriptions and Pricing are incorporated by reference into these Terms and Conditions and are exclusive of any taxes, duties, fees, or tariffs. If you purchase a Subscription Service, you will be responsible for paying all fees, as well as any such taxes. Company reserves the right to modify its fees with respect to its Services and to introduce new charges by providing User written notice at least forty-five (45) days prior to the end of the then current Term.
Subscription Services are provided on a continuous service basis. This means that Company will automatically renew your subscription at the end of its term unless the subscription is canceled using the tool on the account page on the Company Website at any time prior to the end of the then-current subscription. You will be charged a renewal rate equal to the rate for the immediately preceding subscription period, based upon the subscription program (annual, quarterly, monthly, etc.) that you have chosen, unless Company has updated to a new rate.
If you have elected to pay the fees referred to in this section by credit card, you hereby warrant that the credit card information provided by you is correct, and you shall promptly notify Company of any changes to such credit card information. You acknowledge and agree that if the credit card payment cannot be processed for any reason, Company will automatically cancel your subscription and any data stored in the premium services will be deleted.
Please note, downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
As part of our Services, Company may offer functionality which enables you to sell Content to other Users. You will be able to set your own prices for any such Content that you sell. You agree to pay Company a commission in the amount of Twenty Percent (20%) on all sales of Content that you complete through our Service platform. Customers of premium services paying a monthly or annual fee for those services may qualify for a lower rate. All such commissions will be due and payable immediately upon your completion of the sale.
For the purpose of this agreement, 'unlimited' is defined as what the vast majority of users or customers will utilize in any given month. In order to prevent misuse of the Service beyond its intended and customary use (e.g. but not limited to, resale, large third party services or mass market use, sharing of accounts etc) and to ensure good service response time to all, usage with significant amount of video/content or more than 5000 responses or 1 million pageviews or up to 30 project users or 1500 pages or those that otherwise create a significant system load, at Company's sole discretion, may be charged an extra fee or service may be permanently terminated or temporarily blocked.
You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Company will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Company or compensate us by paying an additional fee, as applicable.
Further, you shall not:
1. probe, scan, or test the vulnerability of any system or network used with the Service;
2. circumvent any security or authentication measures of the Service or attempt to gain unauthorized access to the Service (or any portion thereof) or related systems, networks or data;
3. access or search the Service by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
4. solicit any users of our Service for commercial purposes;
5. use the Service to generate or send unsolicited communications, advertising or spam;
6. use the Service to stalk, harass, bully or post threats of violence against others;
7. submit data, content or other information that infringes intellectual property, privacy or other rights, is deceptive, fraudulent, illegal, obscene, defamatory, contains viruses, bots, worms, or could otherwise cause damage to Company or any third party;
8. promote or advertise products or services other than your own without appropriate authorization;
9. use meta tags or any other "hidden text" including Company's or our suppliers' product names or trademarks; or
10. permit or encourage anyone else to commit any of the actions above.
ProProfs Services incorporate artificial intelligence (AI), machine learning, natural language processing, automated content generation, and autonomous AI agents across all current and future ProProfs products and platforms, including but not limited to AI-assisted responses, smart recommendations, predictive suggestions, and agents that can execute multi-step tasks, trigger workflows, process transactions, initiate refunds, modify records, and interact with third-party systems on your behalf.
AI Output and Agent Action Disclaimer: You acknowledge and agree that:
(a) AI-generated content, suggestions, recommendations, agent-executed actions, and other outputs are designed to assist and inform, but are not a substitute for professional judgment and may not always be accurate, complete, or suited to your specific circumstances;
(b) To the fullest extent permitted by applicable law, AI features and agents are provided without any warranties of accuracy, completeness, reliability, reversibility, or fitness for a particular purpose, and Company does not warrant that AI agents will anticipate all downstream consequences of actions taken on your behalf;
(c) You are responsible for configuring, supervising, reviewing, and validating all AI-generated content and agent actions before relying upon them, including implementing appropriate confirmation workflows for high-value or irreversible agent actions. AI outputs and agent actions do not constitute professional advice of any kind;
(d) You are responsible for ensuring your use of AI outputs and agent actions complies with all applicable laws, including those governing intellectual property, privacy, data protection, and consumer protection. You assume full responsibility for any actions taken by AI agents within the permissions and scope you configure;
(e) AI capabilities may change as models and technology are updated or replaced, and such changes do not constitute a material modification to these Terms;
(f) To the fullest extent permitted by applicable law, Company shall not be liable for any decisions made, actions taken, omissions, errors, or damages of any kind — including direct, indirect, incidental, consequential, loss of business, loss of revenue, or loss of goodwill — arising from your use of or reliance on any AI feature or agent across any ProProfs product or integration, whether taken with or without real-time human supervision.
Company agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Services as well as prevent viruses or other harmful components; however, Company will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Company's control. Further, we do not represent or otherwise warrant that our Website will be error-free or free from viruses or other harmful components, or that we will correct any errors. Company reserves the right at our sole discretion to change any content, software, and other items used or contained in our Website or Services at any time without notice.
Our Website publishes content supplied by third parties, Users, Advertisers, Merchants, and Sponsors. Accordingly, Company has no editorial control over such content. Any opinions or other information or content expressed or made available by third parties, including information providers, Users, or any other user of our Website, are those of the respective author(s) and not of Company. Company does not guarantee the accuracy, completeness, merchantability, or fitness for any particular purpose nor the legality of any content provided by any of these parties.
You understand that we do not operate or control the products or services offered by third-party Merchants. These merchants are responsible for all aspects of order processing, fulfillment, billing, and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY US.
You hereby acknowledge that nothing contained in our Website will constitute financial, investment, legal, and/or other professional advice and that no professional relationship of any kind is created between you and Company or our Users.
Company is not responsible or liable in any manner for any Content posted on our Website or in connection with our Services, whether posted or caused by Users of our Website, or by Company. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit, or share on our Website or Services, and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter using our Website or Services.
Company will use commercially reasonable efforts to make our Websites and Services available with as much uptime as possible; however, our Website or Services may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, unauthorized access to, or alteration of User communications.
THE INFORMATION, CONTENT, AND DOCUMENTS FROM OR THROUGH OUR WEBSITE ARE PROVIDED 'AS-IS', 'AS AVAILABLE', WITH 'ALL FAULTS', AND ALL EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
COMPANY, INCLUDING ALL OUR AFFILIATES, HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEBSITE OR SERVICES. COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF OUR WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICES, AND RELATED SOFTWARE IS DISCLAIMED.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEBSITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT. COMPANY AND ITS AFFILIATES, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO YOU (OR ANY THIRD PARTY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEBSITE OR SERVICES WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
**No Uptime Guarantee:** While Company strives to make the Services available 24 hours a day, 7 days a week, Company does not guarantee uninterrupted, timely, secure, or error-free access to the Services.
**Scheduled Maintenance:** Company may perform scheduled maintenance that temporarily interrupts access to the Services. Company will endeavor to provide advance notice of scheduled maintenance via email or in-app notifications when practicable, but is not obligated to do so.
**Unscheduled Downtime:** The Services may be unavailable due to causes including but not limited to: hardware or software failures, network issues, cyberattacks, force majeure events, or third-party service provider issues.
**No Refunds for Downtime:** Unless otherwise specified in a separate Service Level Agreement applicable to your enterprise plan, temporary unavailability or service interruptions do not entitle you to refunds, credits, or other compensation, except as may be required by applicable law.
**Service Metrics:** Current and historical uptime statistics are available at https://www.proprofs.com/trust/ Company does not guarantee these metrics and they are provided for informational purposes only.
**No SLA for Standard Plans:** Service Level Agreements (SLAs) are available only for enterprise customers with separately executed agreements. Standard and premium subscription plans do not include SLA commitments.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR WEBSITE AND/OR SERVICES ACCESSED DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION, OR (B) TEN THOUSAND DOLLARS ($10,000 USD), REGARDLESS OF THE FORM OR THEORY THEREOF.
YOU HEREBY RELEASE COMPANY, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS-IN-RIGHT FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SERVICES.
EXCEPT AS SPECIFICALLY SET FORTH IN THE TERMS, NOTHING IN THESE TERMS CONFERS, BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY TRADE SECRET, PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT. ALL RIGHTS NOT EXPRESSLY LICENSED ARE RESERVED.
User may post their content to our Website through our Services (User Content). Users understand that by using our Website or Service, they may be exposed to content that is offensive, indecent, or objectionable. We have no control over User Content and do not in any way guarantee its quality, accuracy, or integrity. Company is not responsible for the monitoring or filtering of any User Content. Should any User Content be found illegal, Company will submit all necessary information to relevant authorities.
If any User Content is reported to Company as being offensive or inappropriate, we may ask the User to retract or otherwise modify the questionable content within 24 hours of being notified by Company. If the User fails to meet such a request, Company has full authority to restrict the Member's ability to post User Content OR to immediately terminate the User's membership without further notice to the User.
You warrant that you will not use our Services to infringe on the intellectual property rights of others in any way. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating Users whom we deem, in our sole discretion, to be infringers of others' intellectual property rights.
### Prohibited Content
In addition to the prohibited uses listed above, you may not upload, create, store, transmit, display, distribute, or facilitate the distribution of:
(1) Child sexual abuse material (CSAM) or any content that sexually exploits or endangers minors;
(2) Content that promotes, facilitates, or provides instructions for terrorism, violent extremism, or illegal activities;
(3) Non-consensual intimate images or content that violates another person's privacy rights;
(4) Content that violates export controls, trade sanctions, or embargoes;
(5) Malware, viruses, ransomware, or other malicious code designed to harm systems or extract data;
(6) Stolen credentials, payment card information, personal identification numbers, or other sensitive personal data obtained without authorization;
(7) Content that infringes patents, trademarks, trade secrets, copyrights, or other intellectual property rights;
(8) Content that impersonates others or misrepresents your affiliation with any person or entity;
(9) Content designed to manipulate or deceive, including deepfakes or synthetic media not properly disclosed;
(10) Content that violates any applicable laws or regulations.
**Detection and Enforcement:** Company uses automated scanning tools, manual review, and user reports to detect prohibited content. Upon detection of prohibited content, Company may immediately:
(a) Remove or disable access to the content;
(b) Suspend or terminate your account without notice or refund;
(c) Report violations to law enforcement, government agencies, or other authorities as required by law or deemed appropriate by Company;
(d) Preserve relevant evidence for legal proceedings;
(e) Notify affected third parties where appropriate.
**No Obligation to Monitor:** While Company reserves the right to monitor content, Company has no obligation to monitor or screen content uploaded by users and is not responsible for user-generated content. Company acts expeditiously to remove or disable access to prohibited content upon obtaining actual knowledge or becoming aware of facts indicating violation.
**Reporting Prohibited Content:** If you become aware of prohibited content on our Services, report it immediately to: [email protected]
Company qualifies as a service provider under 17 U.S.C. § 512(c) and has adopted a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers of intellectual property rights. Our designated DMCA agent information is registered with the U.S. Copyright Office.
**Repeat Infringer Policy:** User accounts that receive three (3) or more valid DMCA notices within any 12-month period may be immediately terminated without refund at Company's sole discretion. Company reserves the right to terminate any account for a first offense if the infringement is particularly egregious or involves commercial exploitation of copyrighted works.
**No Actual Knowledge:** Company does not have actual knowledge of copyright infringement by users, nor is Company aware of facts or circumstances from which infringing activity is apparent, except when notified through proper DMCA procedures outlined below.
Company respects the intellectual property rights of others and expects our Users to do the same. Company will respond to claims of copyright infringement committed using the Company Website and the Services that are reported to the Company designated copyright agent. You may review our DMCA process at: https://www.proprofs.com/dmca/
If you are a copyright owner or are authorized to act on behalf of a copyright owner, please report any alleged copyright infringement taking place on the Company Website by providing the following DMCA Notice of Alleged Infringement (the "Notice"). Upon receipt of a Notice as described below, Company will take actions in accordance with the law and to the extent possible, as we, in our sole discretion, deem appropriate. Such actions may include, without limitation, removal of the challenged use from the Company Website and account cancellation for repeat offenders.
Each Notice shall:
1. Identify the copyrighted work, by title and with sufficient detail so that we can locate the infringing material on the Company Website that you claim has been infringed and that access to which is to be disabled.
2. Include your full legal name, physical or electronic signature, mailing address, telephone number and email address.
3. Include both of the following statements in the body of the Notice:
(i) "I hereby state that I have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law."
(ii) "I hereby state, under penalty of perjury, that the information provided is accurate, and that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
DMCA Agent: Philip A. Nicolosi, Phil Nicolosi Law, P.C.
Please send your Infringement Notice by email to: [email protected]
As a User, you agree not to use our Services to upload, post, or otherwise transmit any User Content that:
1. Violates any local, state, federal, or international laws
2. Infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party
3. Harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortious, libelous, invasive of another's privacy, hateful, or racially, ethically, or otherwise objectionable
4. Links directly or indirectly to any materials to which you do not have a right to link
5. Contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers
6. 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
7. Contains any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation
8. In the sole judgment of Company is objectionable or restricts or inhibits any other person from using or enjoying our Website or Services
9. Cheats or manipulates votes or otherwise misleads people by creating fake user profiles
10. Activities which compromise the integrity of any competition, competition entries, and/or points awarded
11. Solicits personal information from a child under 16 years of age
12. Use the Services to develop, train, improve, or test competing products, services, or machine learning models;
13. Benchmark the Services against competing products without Company's prior written permission;
14. Use the Services or any data obtained therefrom to train artificial intelligence, machine learning models, or large language models for commercial purposes outside of the Services;
15. Scrape, crawl, or use automated tools to extract data from the Services except through official APIs with proper authorization;
16. Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Services;
17. Copy, reproduce, or create derivative works based on the Services' user interface, design, features, functions, or overall look and feel.
As a User, you further agree not to use our Content to:
1. Develop a competing website
2. Create compilations or derivative works as defined under United States copyright laws
3. Redistribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism
Company reserves the right to purge Content from its databases created by any User (including premium service members that pay a subscription fee) at any time in our sole and absolute discretion without notice. You acknowledge and agree that you are solely responsible for backing up any Content uploaded to the Company Website or received through the use of the Services. Company shall not be liable for any purging, deletion, or failure to retain or record any such Content.
**Public Content vs Private Content:**
(a) **Public Content:** Content that you choose to publish publicly on our Services (including but not limited to public quizzes, surveys, polls, knowledge base articles, training courses, flashcards, games, or other content made accessible to the general public or other users) may be retained by Company indefinitely, even after your account is deleted or becomes inactive. By publishing content publicly, you:
(i) Grant Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to host, display, distribute, reproduce, modify, and use such public content;
(ii) Understand that other users may have accessed, taken, shared, or linked to your public content, and Company has no obligation to remove such content from the Services;
(iii) Acknowledge that public content becomes part of Company's public content library and may be used for service operation, search indexing, user experience, AI training, and other business purposes;
(iv) Waive any right to have public content deleted upon account termination unless you explicitly delete such content before closing your account.
(b) **Private Content:** Content that you keep private or restrict access to follows the data retention policies outlined in Section 29 and our Privacy Policy.
(c) **Your Deletion Rights:** You may delete your public content at any time while your account is active. Once deleted by you, such content will be removed from public view, subject to normal backup retention periods. Content you do not delete before account closure may be retained as public content.
**Free Account Content License:**
For all User Content from free and trial accounts (both public and private), by using our Services you grant Company a perpetual, irrevocable, world-wide, royalty-free, and non-exclusive license to use such User Content even after account deletion. This license survives account termination and includes the right to use User Content for:
(a) Service improvement and product development;
(b) Training and improving AI models and machine learning systems;
(c) Creating aggregated analytics and benchmarks;
(d) Any other business purposes in Company's sole discretion.
You grant Company a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish license to use the information and materials you post to our Website. By posting, displaying, transmitting, performing, or otherwise distributing information or other content ("User Content") to our Website, you are granting Company, its officers, directors, employees, agents, consultants, representatives, affiliates, and assigns a license to use the User Content in connection with the operation of the businesses of Company, including without limitation, a right to distribute, copy, transmit, publicly display, publicly perform, reproduce, translate, edit, create derivatives from, and reformat User Content. You understand and agree that you will not be compensated for any User Content.
If you delete Content, Company will use reasonable efforts to remove it from the Services, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
**Private Content Protection:** In any instance where a Subscriber or User creates private content during the duration of his/her paid Subscription Services ("Paid Member Content"), Company shall not:
(a) Use Paid Member Content publicly as defined in section 27a; or
(b) Use Paid Member Content to train AI models or features that are accessible to other users or customers.
**Public Content from Paid Subscribers:** Content that paid subscribers choose to publish publicly is treated as Public Content under Section 27a and may be retained and used as described therein.
**Permitted Uses of Paid Member Private Content:** Notwithstanding the above, Company may:
(a) Use Paid Member private Content to provide Services directly to you, including AI-powered features within your own account;
(b) Use Paid Member private Content in aggregated, anonymized form that cannot be traced back to you or your account for service improvement, analytics, and product development;
(c) Use Paid Member private Content to train and improve AI models, provided that: (i) the content is fully anonymized and aggregated with content from other users, (ii) no individual user or account can be identified from the training data, and (iii) the AI models trained on such data are used to improve Services for all users;
(d) Process Paid Member Content as necessary to comply with legal obligations, enforce this Agreement, or protect the rights, property, or safety of Company, our users, or the public.
**AI Model Training on Aggregated Data:** You acknowledge and agree that Company may use aggregated, anonymized usage data (including interaction patterns, feature usage, and anonymized content) to:
(a) Train and improve machine learning models and AI features;
(b) Develop new products and services;
(c) Generate benchmarks, analytics, and insights for product improvement;
(d) Conduct research and development.
**Free Account Content:** For free or trial accounts, Company retains the rights outlined in Section 27a, including the right to use content for AI training purposes, subject to applicable privacy laws.
For the avoidance of doubt, Company's license in Section 27a continues to allow the use of User Content in an aggregated, anonymized form in order to provide certain services to its other customers.
As part of your use of Company's Services, You may receive access to media licensed to Company through its third party business partners ("Stock Assets"). These may include images, videos, and templates that are included with our Services. As part of this access grant, you shall abide by the following terms:
1. The Stock Assets the Company provides, including but not limited to images, videos, templates, and other assets are collectively called Stock Assets.
2. Your license to the Stock Assets is strictly through the Company and terminates immediately upon your termination of your term with the Company.
3. You may not use Stock Assets in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations.
4. Unless explicitly stated otherwise, you may not alter the Stock Assets.
5. Unless explicitly stated otherwise, you may not or allow others to download, extract or otherwise copy or redistribute Stock Assets.
6. You may not use Stock Assets for the following subject matter: firearms, alcohol, tobacco, controlled substances, pharmaceutical products, supplements, personal hygiene products, birth control products, gambling, adult entertainment, dating services, and/or illegal activities.
7. If the subject matter is controversial (e.g., crime, disease), your use of images must clearly indicate that it is for example or educational purposes only.
8. You may not falsely represent that you are the original creator of a work that is made up largely of licensed Stock Assets.
9. You may not use the Stock Assets for any commercial, promotional, advertising, or merchandising purpose.
10. Unless explicitly stated otherwise, you may not use Stock Assets as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo.
11. If you use a third party service enabled within our website to find content that would be classified as a Stock Asset, including but not limited to Google Image Search and Pexels, you agree to be bound by those third party terms along with Company's Terms.
12. This Section 28 survives termination of the Agreement.
13. Third Party Beneficiaries. This Section does not grant any right or cause of action to any third party.
14. Unless explicitly stated otherwise, you may not assign or novate this Section in whole or in part without the Company's express written consent.
If you violate this section or any other part of the Company's Terms, your access to Company Services may be terminated immediately and without notice.
**Paid Account Expiration:** If a paid Subscription Services term expires or otherwise lapses (whether due to late payment, rejected payment method, or other reason), the account shall be downgraded to a free account (if available) or deleted.
**Public vs Private Content Retention:**
(a) **Public Content:** Content you published publicly (quizzes, surveys, courses, knowledge base articles, etc. marked as public or shared publicly) may be retained indefinitely by Company even after account deletion. This content is part of our public content library and may continue to be accessible to users. By publishing content publicly, you grant Company the right to retain such content as specified in Section 27a.
(b) **Private Content:** Content marked as private or restricted will be handled according to the retention periods described below and in our Privacy Policy.
**Account-Type Specific Retention:**
(a) **Active Free Accounts:** Data from active free accounts may be retained by Company for as long as the account remains active and for a reasonable period thereafter to facilitate account recovery.
(b) **Deleted/Inactive Free Accounts:** Upon deletion or after prolonged inactivity (typically 12+ months), Company may, at its sole discretion, either: (i) permanently delete the User Content, or (ii) retain the User Content in anonymized, aggregated, or identifiable form for service improvement, analytics, AI model training, product development, and other business purposes as described in Section 27a.
(c) **Paid Accounts:** For paid accounts, private content will be retained for 30 days after subscription expiration to allow for reactivation, then subject to Company's standard deletion practices as outlined in our Privacy Policy. Public content from paid accounts is retained as specified in subsection (a) above.
(d) **Deletion Without Notice:** User Content from free accounts may be deleted without warning and without notice at Company's discretion.
**User Responsibility for Data Export:** You are solely responsible for exporting your data before account termination, subscription cancellation, or downgrade. Data export tools are available in your account settings. Company has no obligation to provide data access or exports after account deletion.
**Deletion Before Account Closure:** If you wish to ensure your public content is deleted, you must delete it manually before closing your account. Once your account is closed, Company is not obligated to remove previously published public content.
**No Recovery After Deletion:** Once data is permanently deleted from production systems, it cannot be recovered. Company is not liable for any loss of data resulting from account termination, subscription cancellation, downgrade, or Company's exercise of its deletion rights.
**No Liability:** Company shall have no liability and no obligation with respect to User Content deleted or retained in accordance with this section. You shall be solely responsible for ensuring that your payment method is up to date and your subscription term does not inadvertently expire.
**Privacy Policy Reference:** For additional information about data retention periods and your privacy rights, please see our https://www.proprofs.com/policies/privacy/
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.
You may provide links to our Website provided that (a) you do not remove or obscure any portion of our Website by framing or otherwise, (b) your website does not engage in illegal or pornographic activities, and (c) you cease providing links to our Website immediately upon our request.
Our Website may from time to time contain links to third-party websites. Inclusion of links for any website on our Website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content, and/or data of such third-party websites. Company has no control over the legal documents and privacy practices of third-party websites; you access any third-party websites at your own risk. We recommend that you review the privacy notice and terms and conditions of those websites to fully understand what information is collected and how it is used.
You represent and warrant that if you are purchasing something from us, (i) any payment information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the incurred charges, including any surcharge we may incur due to the dishonored payment. (v) If your payment method is declined or payment fails for any reason, we will attempt to retry the charge up to three (3) times over a ten (10) day period. If all retry attempts fail, your account will be immediately suspended, and after ten (10) days of suspension, your account will be downgraded to a free account (if available) or deleted. You are responsible for maintaining valid payment information, (vi) Invoiced accounts with payment due dates that remain unpaid after the due date will incur a late fee of one and one-half percent (1.5%) per month on the unpaid balance, or the maximum amount permitted by applicable law, whichever is less, (vii) All fees are exclusive of federal, state, local, and foreign taxes, duties, tariffs, and levies (collectively, "Taxes"). You are responsible for all Taxes except those based on Company's net income. If Company is required to pay any Taxes on your behalf, you will reimburse Company for such amounts, (viii) If you initiate a chargeback or payment dispute with your financial institution for charges that are not the result of Company error or unauthorized use, you agree to pay a chargeback processing fee of twenty-five dollars ($25 USD) and Company may immediately terminate your account without refund. You must contact Company to resolve billing disputes before initiating chargebacks, (ix) All fees are stated and payable in United States Dollars (USD) unless explicitly stated otherwise in your invoice or order form, (x) Company reserves the right to modify pricing for Services upon the commencement of your next renewal term. Price changes will be communicated to you at least forty-five (45) days in advance via email. Continued use of Services after the renewal date constitutes acceptance of the new pricing, (xi) No Refunds for Partial Periods:** Except as required by law or expressly stated in Section 34, fees are non-refundable. If you cancel your subscription mid-term, you will not receive a refund for the unused portion
We have a 15-day money back guarantee for all of our plans and products.
Your membership with us is effective until terminated by you or us. Your rights under these Terms and Conditions will terminate without our notice if you fail to comply with any term of these Terms and Conditions. Upon termination, you will stop representing yourself as a registered Member or Client. You must delete or destroy any information or content (including all copies) obtained from our Website. Certain provisions of this Agreement, including, but not limited to, copyrights, intellectual property, indemnity, trademarks, limitation of liability, warranty, user submissions, collection of information, prohibited items and activities, and jurisdictional issues will survive the termination of this Agreement.
You agree to indemnify, defend, and hold harmless Company and its affiliates, partners, agents, officers, directors, employees, subcontractors, successors, assigns, third-party suppliers of information and documents, attorneys, advertisers, product and service providers, and any other parties involved in creating, producing, or delivering the Services (collectively, "Indemnified Parties") from and against any and all liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees and legal costs, arising from or related to:
(a) Your violation or breach of any term of this Agreement or any referenced policies;
(b) Your use or misuse of the Services or Website;
(c) Your Content, including any claims that your Content infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, publicity rights, or other legal rights;
(d) Your violation of any applicable laws, regulations, or third-party rights;
(e) Any claims made by third parties arising from your use of the Services;
(f) Access to or use of the Services by anyone using your account credentials, whether authorized by you or not;
(g) Any data privacy or security breach caused by your acts or omissions, including failure to implement appropriate security measures or failure to comply with data protection laws;
(h) Your negligence, willful misconduct, or fraudulent acts.
**Defense Obligations:** Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Company's defense of such claims. You may not settle any claim that affects Company's rights or interests without Company's prior written consent.
**Survival:** This indemnification obligation survives termination of this Agreement and your use of the Services.
By providing your e-mail address and/or phone number to Company you hereby consent to Company contacting you via email, phone calls, and text messages regarding, arising from, or otherwise relevant to the Services and/or Website, including account verification, support, service updates, and promotional offers. You may opt out of promotional communications at any time by following the unsubscribe instructions in emails or by contacting [email protected]. Standard message and data rates may apply for text messages.
You acknowledge and agree that Company may retain third party contractors and service providers ("Subcontractors") in order to and in relation to the provision of the Services and the Website. You hereby consent to Company providing said Subcontractors with your information to the extent necessary for them to provide their services in relation to the Services and Website. Company may assign this Agreement to any affiliate, or to any third party acquirer of all, or substantially all, of the Website and Services, without your consent, by providing you with thirty (30) days advance written notice thereof.
From time to time, Company may modify its agreement with You. Company will use reasonable efforts to notify You of the changes through communications via Your account, email or other means. Your continued use of the services after the updated version of this Agreement goes into effect will constitute Your acceptance of such updated version.
Should any part of this Agreement be held invalid or unenforceable, that portion will be construed, to the extent possible, to be consistent with applicable law and the intent of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such a provision, nor of the right to enforce such a provision. Our rights under this Agreement will survive any termination of this Agreement.
Company shall not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Company's reasonable control, including but not limited to:
(a) Acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, or severe weather;
(b) War, invasion, hostilities, terrorist acts, riot, or other civil unrest;
(c) Government order, law, or action;
(d) Embargoes or blockades;
(e) Labor disputes, strikes, or lockouts;
(f) Telecommunications, internet, or hosting provider failures not caused by Company;
(g) Infrastructure failures including power outages or network outages;
(h) Cyberattacks, denial of service attacks, or other malicious network activity not caused by Company's negligence;
(i) Shortages of or inability to obtain materials, equipment, transportation, or labor.
In the event of force majeure, Company will make reasonable efforts to minimize the impact and resume normal operations as soon as practicable. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected subscription without penalty, and Company will provide a pro-rata refund for any prepaid fees covering the period after termination.
Subprocessors:** A current list of third-party subprocessors used to provide the Services is available upon request by contacting [email protected]. Company will provide thirty (30) days advance notice of any material additions or changes to subprocessors that process personal data. Enterprise customers may object to new subprocessors within the notice period by contacting [email protected].
**Notices:** Except as otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when: (a) delivered in person, (b) sent by email to the email address associated with your account (in the case of notices to you) or to [email protected] or [email protected] (in the case of notices to Company), (c) received by the addressee if sent by certified mail, return receipt requested, or (d) one day after deposit with a commercial overnight carrier, with written verification of receipt. You consent to receive notices electronically, and electronic notices will have the same legal effect as paper notices.
Note: Read our Anti-Slavery Commitment at: https://www.proprofs.com/modern-slavery-statement/