ProElements and Keeper40 Terms of Service
Effective date: July 1, 2019
Your Stuff & Your Permissions
When you use our Services, you provide us with your name, email id, and content (“Your Stuff”). Your Stuff is yours. These Terms don’t give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. These and other features may require our systems to access, store and scan Your Stuff. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.
You’re responsible for your conduct and Your Stuff. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms. With that said, we have no obligation to do so. We aren’t responsible for the content people post and share via the Services.
Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current.
Finally, our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you’re over 18.
You agree not to misuse our Services or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:
probe, scan, or test the vulnerability of any system or network;
breach or otherwise circumvent any security or authentication measures;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;
interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
send unsolicited communications, promotions or advertisements, or spam;
send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
abuse referrals or promotions;
sell the Services unless specifically authorized to do so;
publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory, or misleading; or
violate the privacy or infringe the rights of others.
Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as ProElements and Keeper40’s other services, so please keep that in mind.
The Services are protected by copyright, trademark, and other laws. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, Charlie Hustle trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.
Billing. We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.
No Refunds. You may cancel your ProElements and/or Keeper40 Paid Account at any time but you won’t be issued a refund unless it’s legally required.
Downgrades. Your Paid Account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it.
Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.
You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven’t accessed our Services for 3 consecutive months. We’ll of course provide you with notice via the email address associated with your account before we do so.
We strive to provide great services, but there are certain things that we can’t guarantee. To the fullest extent permitted by law, ProElements and Keeper40 and its affiliates, suppliers and distributors make no warranties, either express or implied, about the services. The services are provided “as is.” we also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
To the fullest extent permitted by law, except for any liability for, ProElements and Keeper40 or its affiliates’ fraud, fraudulent misrepresentation, or gross negligence, in no event will, ProElements and Keeper40, its affiliates, suppliers or distributors be liable for:
(a) any indirect, special, incidental, punitive, exemplary or consequential damages, or
(b) any loss of use, data, business, or profits, regardless of legal theory.
This will be regardless of whether or not ProElements or any of its affiliates has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.
Additionally, ProElements and Keeper40, its affiliates, suppliers and distributors will not be liable for aggregate liability for all claims relating to the services for more than the greater of $20 or the amounts paid by you to ProElements or Keeper40 for the past 12 months of the services in question.
Some places don’t allow the types of limitations in this paragraph, so they may not apply to you.
Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against ProElements and/or Keeper40, you agree to try to resolve the dispute informally by contacting us via our Contact Us form. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or ProElements and/or Keeper40 may bring a formal proceeding.
Judicial forum for disputes. You and ProElements and/or Keeper40 agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the courts of Ottawa, Canada, subject to the mandatory arbitration provisions below. Both you and ProElements and/or Keeper40 consent to venue and personal jurisdiction in such courts.
These Terms will be governed by Ontario law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
These Terms constitute the entire agreement between you and ProElements and/or Keeper40 with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignment
ProElements and/or Keeper40’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. ProElements and/or Keeper40 may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.