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Last Revised: August 6, 2018
Welcome to Proto.io.
These Terms of Service ("Terms") form a binding agreement between you and PROTOIO INC. ("Proto.io", "our", or "we"). By accessing or using our website ("Site") or services (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.
The "Effective Date" of these Terms is the date you first access any of the Services.
1. REGISTRATION DATA AND ELIGIBILITY
In order to access the Services, you must register with Proto.io via the Site. By registering, you agree to: (a) provide accurate, current and complete information about you as may be prompted by the registration forms via the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Proto.io, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data, and any other information you provide to Proto.io.
The Services are not intended for users who are under the age of 16. In order to create an account for the Services, you must be 16 years of age or older. If children between the ages of 16 and 18 wish to use the Services, they must be registered by their parent or guardian. By registering, you represent and warrant that you are 16 years of age or older.
2. PRIVACY
Please see Proto.io's Privacy Policy at https://proto.io/en/privacy-policy/ for information about how Proto.io collects, uses and discloses information about users of the Services.
3. USE OF THE SERVICES
Plans and Pricing.
Proto.io provides several plans https://proto.io/en/signup/. Also, you may select a custom plan that accommodates your particular needs. The plan you select will be referred to as "Your Proto.io Plan".
You may change your plan at any time. For further details with respect to plan modifications and the related terms, please contact info@proto.io.
Ownership.
As between you and Proto.io, and subject to the licenses granted under these Terms, you reserve all right, title and interest in and to the content, data and other materials you post and use in connection with Services and your resulting prototypes (collectively, your "Client Materials"). Proto.io reserves all right, title and interest in and to the Services, including all intellectual property rights underlying and related to the Services.
License.
On the condition that you comply with these Terms, Proto.io grants to you a limited, non-transferable, non-exclusive license, during the term of these Terms, to access and use the Services for your internal purposes.
Restrictions.
You agree that you are solely responsible for your conduct (and the conduct of anyone using your account) with respect to the Services, and you agree that you will not do or attempt to do any of the following in connection with the Services:
Any use of the Services in violation of the Terms may result in, among other things, termination or suspension of your rights to use the Services (or any portion of the Services).
Client Materials.
You represent and warrant that: (a) you have all requisite rights in your Client Materials required to use your Client Materials with the Services as contemplated by these Terms; (b) none of your Client Materials infringe, violate or misappropriate any intellectual property rights, rights to privacy, rights to publicity or any other third party rights; (c) your Client Materials do not contain any material or information that is obscene, pornographic, indecent or sexually explicit; depicts graphic, excessive or gratuitous violence, derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive or hateful, libelous, or slanderous; and (d) your Client Materials do not contain any material or information that is illegal or fraudulent or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense.
You grant Proto.io a non-exclusive, royalty-free right to use, store, reproduce, store, modify and create derivative works of all of your Client Materials used by you in connection with Services solely with respect to the operation of the Services. You are solely responsible for creating backup copies of and replacing your Client Materials at your sole cost and expense.
Public Spaces.
The Services may include certain interactive areas where users of the Services can, at their sole option, choose to post their Client Materials and allow other users of the Service to view, comment on and interact with such Client Materials ("Public Client Materials"). Public Client Materials is publicly viewable. By submitting or posting Public Client Materials, you hereby grant Proto.io a non-exclusive, royalty-free license (a) to publicly display the Public Client Materials and (b) with your optional and additional prior consent, to distribute to other users of the Service the Public Client Materials pursuant to the Creative Commons Attribution 4.0 International Public License, the terms of which are available at www.creativecommons.org.
Proto.io reserves the right, but does not have the obligation, to remove, screen, or edit any Public Client Materials at any time and for any reason without notice. You will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Service any of Public Client Materials or other information that may (i) expose Proto.io or others to harm or liability; (ii) contain private information of any third parties, including addresses, phone numbers, and payment card information; or (iii) inhibit any other person from using or enjoying the Service.
4. FEES AND PAYMENT TERMS
Fees.
In exchange for the Services, you must pay the fees associated with Your Proto.io Plan (the "Subscription Fees").
Payment Terms.
Subscription Fees are payable on a monthly, semi-monthly or annual basis, in advance, depending upon the terms of Your Proto.io Plan (the "Subscription Period") or as otherwise agreed by Proto.io or its authorized reseller.
Unless Proto.io states otherwise, all payments must be made: (a) in U.S. Dollars; and (b) by payment card via an authorized Proto.io payment processor. If you pay via a payment card, you hereby: (i) authorize Proto.io (or its authorized payment processor) to make automatic recurring charges to your designated payment card number in the applicable amount of Your Proto.io Plan on a monthly or yearly basis (as applicable) for the duration of the Subscription Period; (ii) represent and warrant that you are authorized to use and have fees charged to the payment card number you provide to Proto.io; and (iii) understand that you may withdraw this consent by emailing Proto.io at info@proto.io. Cancellations will be effective immediately. No refunds will be issued.
Notwithstanding any terms to the contrary in these Terms: (a) Proto.io, at its sole discretion, may modify its pricing during any Subscription Period and such modifications will be effective as of the directly subsequent Subscription Period; and (b) Proto.io will not be obligated to issue any refunds for Subscription Fees paid.
Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. You will be responsible for, and will pay all sales and similar taxes, all license fees and similar fees levied upon the provision of the Services provided under these Terms, excluding only taxes based solely on Proto.io"s net income. You will indemnify and hold Proto.io harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest.
5. TERM, TERMINATION AND EFFECTS OF TERMINATION
You may terminate these Terms at any time. If Proto.io reasonably believes you have breached or may breach any of the restrictions set forth above or your Subscription Fees have not been paid, Proto.io may suspend or terminate your use of the Services.
Upon any termination of these Terms: (a) the parties will cooperate to effect an orderly, efficient, effective and expeditious termination of the parties" respective activities under these Terms; (b) Proto.io will have no obligation to perform any Services after the effective date of the termination; and (c) you will pay to Proto.io all fees for Services performed up to the effective date of the termination. Unless expressly set forth in these Terms, the parties acknowledge and agree that no refunds will be granted.
Notwithstanding any terms to the contrary in these Terms, this sentence and your representations and warranties, each party"s ownership rights and Sections 7, 8, 9 and 12 will survive any termination of these Terms.
6. DISCLAIMER
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROTO.IO EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND ANY PROTOTYPES CREATED AS A RESULT OF THE SERVICES.
7. INDEMNIFICATION
You, at your sole expense, will defend, indemnify and hold Proto.io and its directors, officers, shareholders, employees, consultants, affiliates, agents, successors and assigns (collectively, "Indemnitees") harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys" fees, expert witnesses" costs and fees, costs, penalties, interest and disbursements) arising from or relating to: (a) any breach or alleged breach of these Terms (including, but not limited to, any breach or alleged breach of any representation or warranty); (b) any negligent act or willful misconduct by you; or (c) your Client Materials (including any Public Client Materials).
8. LIMITATION OF LIABILITY
IN NO EVENT WILL: (A) PROTO.IO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PROTO.IO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) PROTO.IO"S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED USD $100.00. YOU WILL NOT BRING ANY ACTION AGAINST PROTO.IO, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THESE TERMS, MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM HAS ACCRUED.
9. ADVERTISEMENTS AND PROMOTIONS; THIRD PARTY PRODUCTS & SERVICES
Proto.io may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Proto.io is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Proto.io advertisers or third party information on the Site.
10. COPYRIGHT POLICY
Repeat Infringer Policy.
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Proto.io has adopted a policy of terminating, in appropriate circumstances and at Proto.io"s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Proto.io may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Copyright Complaints.
If you believe that anything on the Service infringes upon any copyright that you own or control, you may file a notification with Proto.io"s Designated Agent as set forth below:
Designated Agent: Alexis Piperides
Address of Designated Agent: 44 Montgomery ST STE 300, San Francisco, CA 94104
Email Address of Designated Agent: info@proto.io
Phone number of Designated Agent: 415-655-1090
Please see 17 U.S.C. " 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys" fees, incurred by Proto.io or the alleged infringer as the result of Proto.io relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
11. GENERAL
Entire Agreement.
These Terms (together with all terms and conditions incorporated by reference) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
Governing Law and Dispute Resolution.
These Terms will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the parties must participate in good faith mediation in San Francisco County, California. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys" fees and costs for claims arising out of these Terms.
Modifications.
Proto.io reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Proto.io) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, by posting a notice on the Site, by posting the revised Terms on the Site and revising the date at the top of these Terms or by such other form of notice as determined by Proto.io. Any changes or modification will be effective 30 days after providing notice that these Terms have been modified (the "Notice Period"). Your continued use of the Services following the Notice Period will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.
Electronic Communications.
Proto.io may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Proto.io"s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Proto.io, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
Severability.
If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
12. FEEDBACK
In the event you elect, in connection with your use of the Services, to communicate to Proto.io suggestions for improvements to the Services ("Feedback"), Proto.io will be entitled to use (or not to use) the Feedback without restriction, even if you have designated the Feedback as confidential. You acknowledge and agree that Proto.io may have ideas or materials similar to the Feedback already under consideration or in development and that you are not entitled to compensation or reimbursement from Proto.io of any kind in connection with the Feedback.
13. CONTACT US
If you have any questions about these Terms, please contact us at legal@proto.io.
Get in touch
We love to get inspired! Can you help us to make Proto.io even better? Please contact us with ideas, thoughts, questions or anything else by email info@proto.io or tweet to us @protoio.