PonyProof, Inc. Terms
of Service
Welcome to PonyProof! By using
PonyProof, Inc.’s ("PonyProof") products, software, services or
websites ("PonyProof Services"), you agree to the following terms
and conditions, and any Additional Terms (as defined below), policies,
guidelines or amendments to these terms and conditions that may be presented
to you from time to time, including but not limited to our privacy policy,
usage rules, program policies and legal notices (collectively, the "Terms").
We may update the Terms in the future, and you will be able to find
the most current version at http://www.PonyProof.com/terms
PonyProof provides an electronic
proof of insurance system which enables users to process proof of insurance
documents quickly, inexpensively and efficiently. PonyProof accepts,
stores and transmits proof of insurance documents between insurers,
contractors and subcontractors. PonyProof does not verify, endorse,
update or otherwise review any of the information, data, text, files,
images, messages or other materials ("Content") created or sent
by its users. Therefore, each user of the PonyProof Services must
verify and update any Content that such user sends or receives, and
must agree as set forth below to indemnify and hold harmless PonyProof
against any harm based on failure to do so.
Please read these Terms carefully.
These Terms form a legal agreement between you and PonyProof that governs
your use of the PonyProof Services. You may use the PonyProof
Services only if you accept and abide by these Terms as presented to
you, and as may be updated or amended by PonyProof. You cannot
make any changes, additions or deletions, and PonyProof may refuse you
access to the PonyProof Services for noncompliance with any part of
these Terms.
To use PonyProof Services,
you must be of legal age to form a binding contract and not a person
barred from receiving PonyProof Services under the laws of the United
States or any other applicable jurisdiction. PonyProof may grant or
withhold approval to use the PonyProof Services in its sole discretion.
You understand that all Content
is the sole responsibility of the person that generated or sent such
Content and that PonyProof will not be liable for any errors or omissions
in any Content. You understand that PonyProof cannot guarantee
the identity of any other users with whom you may interact while using
the PonyProof Services. You understand that PonyProof is not "proof
of insurance", but merely a way of sending insurance documents that
may, or may not, constitute evidence of insurance to the relevant parties.
You agree that PonyProof does not, and shall have no obligation to,
update any Content.
PonyProof reserves the right,
but shall have no obligation, to pre-screen, flag, filter, refuse, modify
or move any Content available via PonyProof Services. You understand
that by using PonyProof Services you may be exposed to Content that
is fraudulent, out of date or unreliable, and that you use PonyProof
Services at your own risk.
You agree that by submitting
any Content to send proof of insurance to your clients, request proof
of insurance from a subcontractor, or create proof of insurance for
an insured client as an insurance agent, you are granting the recipient
permission to share your Content with their business partners and any
other third parties. For example, your client may use PonyProof
to share your insurance documents with his agent, or your insurance
agent may need to share your insurance documents with your insurance
carrier. PonyProof does not and cannot stop users of the PonyProof
Services from forwarding such Content to any third party regardless
of whether you give permission or not.
You understand that PonyProof
may forward your emails to third parties through the PonyProof system
in a way that appears to such third parties that your emails came directly
from you, rather than through the PonyProof system. You also understand
that even though any emails from third parties sent through the PonyProof
system will come directly from PonyProof (rather than directly from
such third parties), the emails will likely be addressed as if the emails
came directly from such third party, instead of indirectly from such
third party through PonyProof. You agree that PonyProof may use
your email address to give the impression that emails that you send
through PonyProof come directly from you, and that emails sent to you
from PonyProof may appear to come directly from third parties.
You agree that you are responsible
for your own conduct and any Content that you create, transmit or display
while using PonyProof Services, and for any consequences thereof. You
agree to use PonyProof Services only for purposes that are legal, proper
and in accordance with the Terms. You agree that you will not engage
in any activity that interferes with or disrupts PonyProof Services
or servers or networks connected to PonyProof Services. You agree
to comply with your company’s data usage and privacy policies.
You agree to comply with all
local, state, federal, and national laws, statutes, ordinances, and
regulations that apply to your use of the PonyProof Services, from whatever
country you may be accessing the PonyProof Services, including laws
regulating the export of data to and from the United States or your
country of residence.
You agree not to attempt to,
or assist another person to, modify, circumvent, reverse-engineer, decompile,
disassemble, or otherwise tamper with any of the security components
of the PonyProof system for any reason whatsoever. You shall not
access the PonyProof Services by any means other than through methods
provided by PonyProof for accessing the PonyProof Services. You
shall not access or attempt to access an account that you are not authorized
to access. You understand that violations of system or network
security may violate applicable laws and may subject you to civil or
criminal liability.
You agree that you will not:
(i) impersonate any other individual, including without limitation another
user or a PonyProof staff member; (ii) attempt to circumvent user authentication
or the security of any PonyProof account; (iii) use any robot, spider,
other automatic device, or manual process to monitor or copy PonyProof’s
website or its content; (iv) use any device, software or routine to
interfere or attempt to interfere with the proper working of the website;
(v) take any action that imposes an unreasonable or disproportionately
large load on PonyProof’s infrastructure, including without limitation
"denial of service attacks", or otherwise attempt to interrupt the
operation of the website in any way; (vi) post content or initiate communications
which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise
objectionable; (vii) falsely state, impersonate, or otherwise misrepresent
your identity, including but not limited to the use of a pseudonym,
or misrepresenting your current or previous positions and qualifications,
or your affiliations with a person or entity, past or present; (viii)
upload, post, email, transmit or otherwise make available any content
or initiate communications which include information that you do not
have the right to disclose or make available under any law or under
contractual or fiduciary relationships (such as insider information,
or proprietary and confidential information learned or disclosed as
part of employment relationships or under nondisclosure agreements);
(ix) upload, post, email, transmit or otherwise make available or link
to any unsolicited or unauthorized advertising, promotional materials,
spyware, adware, "junk mail," "spam," "chain letters," "pyramid
schemes," or any other form of solicitation; (x) stalk or harass anyone;
(xi) forge headers or otherwise manipulate identifiers in order to disguise
the origin of any communication transmitted through the PonyProof system;
(xii) misrepresent your current or past company name or employer; or
(xiii) post content in fields that aren’t intended for that content
(i.e.: putting an address in a name or title field).
PonyProof may control and monitor
your account for compliance purposes, and PonyProof reserves the right
to enforce these Terms with or without notice to you. PonyProof
has the right, but not the obligation, to investigate any reported or
apparent violation of these Terms, and to take any action that PonyProof
in its sole discretion deems appropriate.
To report any activity or Content
that may violate these Terms, please contact fraud@ponyproof.com.
(a) For information about our
data protection practices, please see our privacy policy at http://www.PonyProof.com/
(b) You agree to provide true,
accurate, current and complete information about yourself, including
without limitation providing your first name, last name, country name,
ZIP/postal code, and email address, as prompted by the registration
process (such information, "Registration Information"). You
agree to update your Registration Information in order to keep it true,
current, accurate and complete. During the registration process
to use the PonyProof Services, you will create a user name and a password.
Once you have completed the registration process and if PonyProof approves
you for use of the PonyProof Services, PonyProof will set up an account
for you. You are solely and entirely responsible for maintaining
the confidentiality of your user name and password. You agree
to take all reasonable steps to safeguard your user name and password
to ensure that no unauthorized person will have access to it, and that
no persons authorized to have access will make any unauthorized use.
PonyProof may terminate your rights to any or all of the PonyProof Services
if any Registration Information you provide: (i) is false, inaccurate,
misleading or fraudulent; (ii) infringes upon anyone’s copyright,
trademark, trade secret, patent or other proprietary rights or rights
of publicity or privacy; (iii) violates any law, statute, ordinance
or regulation; (iv) promotes any commercial product for sale; (v) contains
any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs
or other computer programming routines that may damage, detrimentally
interfere with, intercept or use any system, data or personal information
in an unauthorized way; or (vi) creates liability for PonyProof or causes
PonyProof to lose the services of its ISPs or other suppliers.
You agree that PonyProof may store and use the Registration Information
you provide for use in maintaining your account. You agree to
verify all information with PonyProof as PonyProof may request.
PonyProof may suspend your account at its discretion until such Registration
Information is verified to PonyProof’s satisfaction. You should
not reveal your account information to anyone else or use anyone else’s
account. You are entirely responsible for all activities that
occur on or through your account, and you agree to immediately notify
PonyProof, in writing, of any unauthorized use of your account or any
other breach of security. PonyProof shall not be responsible for
any losses arising out of the unauthorized use of your account.
(c) Our servers automatically
recognize your domain name, IP address (the number assigned to computers
on the Internet), type of computer and web browser when you access our
website. This process does not reveal any personal information
about you. The servers may also gather anonymous traffic data
that does not personally identify you, but that may be helpful for marketing
purposes or for improving the PonyProof Services. All information
described in this paragraph is referred to in these Terms as "Non-Personal
Information".
(d) By executing these Terms,
you expressly agree that PonyProof may use your Registration Information
and Non-Personal Information to: (i) deliver PonyProof Services to you
and communicate with you, including concerning your account and customer
service issues; (ii) improve the PonyProof Services by providing personalized
help and instructions; (iii) determine if you meet the minimum system
requirements to use the PonyProof Services; (iv) provide you with other
services; (v) provide you updates, targeted advertising, promotions
and other related offers; and (vi) in any other way that PonyProof in
its sole reasonable discretion deems appropriate.
(e) PonyProof does not knowingly
use your Registration Information or Non-Personal Information for purposes
incompatible with those described above. By your use of the PonyProof
Services, you expressly agree that PonyProof is not liable to you, or
responsible for, the alleged improper or misuse by any such third party
of your Registration Information or Non-Personal Information.
PonyProof also may disclose relevant information about its customers
to its contractors in order for the contractors to provide specific
PonyProof Services for PonyProof and for PonyProof to better serve its
customers. PonyProof’s contractors are bound by strict contractual
requirements to keep all personal information they process strictly
confidential and to use such information solely on behalf of PonyProof.
Your use of any software provided
by PonyProof for use in connection with the PonyProof Services ("Software")
will be governed by the Terms. PonyProof Software may automatically
report version number or other diagnostic information to PonyProof and
may automatically download updates to the Software to update, enhance
and further develop PonyProof Services, including providing bug fixes,
patches, enhanced functions, missing plug-ins and new versions.
Use of the PonyProof Services,
like any Internet services, requires compatible hardware, Internet access,
and certain software, and may require obtaining updates or upgrades
from time to time. Because of this, your ability to use the PonyProof
Services may be affected by the performance of these factors.
High speed Internet access is strongly recommended. You acknowledge
and agree that it is your sole responsibility to acquire and maintain
such system requirements, which may be changed from time to time in
PonyProof’s sole discretion.
(a) Acknowledgement of Ownership.
You agree that the PonyProof Services, including but not limited to
content on the website, any inventions or works-of-authorship created
or contracted by PonyProof in the course of development of the PonyProof
Services, any Software, and any data (including without limitation any
Registration Information and Non-Personal Information) collected by
PonyProof in the course of providing PonyProof Services, contains proprietary
information and materials owned by PonyProof or its licensors (such
information and materials, "Proprietary Information"), and is protected
by applicable intellectual property and other laws. You agree
that you will not use the Proprietary Information in any way whatsoever
except for use of the PonyProof Services in compliance with the terms
of these Terms. You shall not reproduce any portion of the PonyProof
Services or Proprietary Information in any form or by any means.
You agree not to modify, rent, lease, loan, sell, distribute, or create
derivative works based on the PonyProof Services or Proprietary Information,
in any manner. You agree not to exploit the PonyProof Services
or Proprietary Information in any way whatsoever that is not authorized
by these Terms, including but not limited to, by trespass. PonyProof
and its licensors retain all rights to the Proprietary Information not
specifically granted in these Terms. PonyProof and its licensors own
the Proprietary Information and all copyright and other intellectual
property rights contained within the Proprietary Information, and these
Terms does not transfer to you any title to or any proprietary or intellectual
property rights in or to the PonyProof Services, the Proprietary Information,
any updates or derivative works to them, or any copyrights, patent rights,
or trademarks embodied or used in connection with them, except for the
rights expressly granted in these Terms. United States laws and
international treaty provisions protect the PonyProof Services and the
Proprietary Information.
(b) Removal of Content or
Other Materials. Notwithstanding any other provision of these
Terms, PonyProof and its licensors reserve the right to change or suspend
the website, remove, or disable access to any PonyProof Services, content,
or other materials comprising a part of the Service at any time without
notice. In no event will PonyProof be liable for the removal of
or disabling of access to any PonyProof Services, content or materials
under these Terms. PonyProof may also impose limits on the use
of or access to certain features or portions of the PonyProof Services,
in any case and without notice or liability.
(c) Copyrights.
PonyProof owns all copyrights in and to the PonyProof Services, including
but not limited to, the website and Software. THE USE OF ANY PART
OF THE PONYPROOF SERVICES, EXCEPT AS PERMITTED IN THESE TERMS, IS STRICTLY
PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF PONYPROOF
OR OTHER PARTIES AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES,
INCLUDING POSSIBLE MONETARY DAMAGES. You agree to indemnify, defend
and hold harmless PonyProof and Partners (as defined below) from and
against any and all claims, damages, demands, or liabilities, including
but not limited to attorneys fees and costs arising out of any claim
that your actions of any kind with respect to the PonyProof Services
infringe upon or misappropriate, violate, or infringe any party’s
personal or proprietary rights of any kind, including without limitation
any party’s copyright, trademark, patent or other personal or proprietary
right.
(d) Trademarks.
PonyProof, the PonyProof logo, the website, and other PonyProof trademarks,
service marks, graphics, and logos used in connection with the PonyProof
Services are trademarks or registered trademarks of PonyProof in the
United States and/or other countries. Other trademarks, service
marks, graphics, and logos used in connection with the PonyProof Services
may be the trademarks of their respective owners. You are granted
no right or license with respect to any of such trademarks and any use
of such trademarks. You agree not to remove or obscure any proprietary
notices, including, but not limited to, any and all copyright, trademark,
and patent designations contained in the PonyProof Services.
(e) Patents and Trade Secrets.
The PonyProof Services contain patented systems and materials and trade
secrets owned by PonyProof. You are granted no right or license
with respect to any of such patents and trade secrets and any use of
such patents and trade secrets.
(f) License Grant.
Subject to these Terms, PonyProof grants you a revocable, limited, time-limited,
personal, non-transferable and non-exclusive right and license to use
the object code of its Software; provided that you do not (and do not
allow any third party to) copy, modify, create a derivative work of,
reverse engineer, reverse assemble or otherwise attempt to discover
any source code, sell, assign, sublicense, grant a security interest
in or otherwise transfer any right in the Software, unless such activity
is expressly required by law. You agree not to use modified versions
of the Software for any purposes, including without limitation for the
purpose of obtaining unauthorized access to PonyProof Services.
You agree not to access PonyProof Services by any means other than through
the interface that is provided by PonyProof for use in accessing PonyProof
Services.
You agree that PonyProof has
no responsibility or liability for the deletion or failure to store
any Content and other communications maintained or transmitted by PonyProof
Services.
You acknowledge that while
PonyProof has not yet set a fixed upper limit on the number or size
of transmissions you may send or receive through PonyProof Services,
or the amount of storage space used, we retain the right, at our sole
discretion, to create limits at any time, with or without notice.
Upon the termination of your use of PonyProof Services, including upon
receipt of a certificate or other legal document confirming your death,
PonyProof will close your account and you will no longer be able to
retrieve Content contained in your account.
The delivery of the Content
does not transfer to you any commercial or promotional use rights in
the Content. You agree not to upload, post, email, transmit, publish,
distribute, reproduce, duplicate, copy, sell, trade, resell or exploit
for any commercial purposes, the Content, the Software or any other
portion of the PonyProof Services, use of the Content, the Software
or any other PonyProof Services, or access to the Content, the Software
or any other PonyProof Services except as otherwise expressly provided
in these Terms.
You may terminate your use
of PonyProof Services at any time. You agree that PonyProof may, with
or without notice to you and at any time and for any reason, including
a period of account inactivity, terminate your access to PonyProof Services,
terminate the Terms, or suspend or terminate your account. In the event
of any such termination, your account will be disabled and you may not
be granted access to PonyProof Services, your account or any files or
other Content contained in your account. Any provisions of these Terms
which by their nature survive suspension or termination shall so survive
such suspension or termination. You agree that PonyProof shall
not be liable to you or to any third party should it exercise any such
termination rights.
PonyProof Services may in future
be supported by advertising revenue and may display advertisements and
promotions. Such advertisements may be targeted to the content of information
stored on the PonyProof system, queries made through PonyProof or other
information. The manner, mode and extent of advertising by PonyProof
are subject to change. As partial consideration for your use of PonyProof
Services, you agree that PonyProof may place such advertising and that
PonyProof shall not be responsible or liable for any loss or damage
of any sort incurred by you as a result of the presence of such advertisers
on PonyProof Services or your subsequent dealings with such advertisers.
You agree to hold harmless
and indemnify PonyProof, and its subsidiaries, affiliates, officers,
agents, employees, advertisers, licensors, suppliers or partners (collectively
"PonyProof or Partners" or "PonyProof and Partners") from and
against any third party claims arising from or in any way related to
your use of PonyProof Services, violation of the Terms or any other
actions connected with use of PonyProof Services, including any liability
or expense arising from all claims, losses, damages (actual and consequential),
suits, judgments, litigation costs and attorneys’ fees, of every kind
and nature. In such a case, PonyProof will provide you with written
notice of such claim, suit or action.
YOU EXPRESSLY UNDERSTAND AND
AGREE THAT:
(A) YOUR USE OF, OR INABILITY
TO USE, THE PONYPROOF SERVICES IS AT YOUR SOLE RISK. THE PONYPROOF
SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE,
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO
THE MAXIMUM EXTENT PERMITTED BY LAW, PONYPROOF EXPRESSLY DISCLAIMS ANY
AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR USE, AND WARRANTIES ALLEGED TO HAVE ARISEN FROM
CUSTOM, COURSE OF PERFORMANCE, USAGE, OR THE COURSE OF DEALING BETWEEN
THE PARTIES, OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.
(B) PONYPROOF AND PARTNERS DO
NOT GUARANTEE, REPRESENT OR WARRANT THAT (i) PONYPROOF SERVICES WILL
MEET YOUR REQUIREMENTS, (ii) PONYPROOF SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF PONYPROOF SERVICES WILL BE ACCURATE OR RELIABLE, (iv)
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
OBTAINED BY YOU THROUGH PONYPROOF SERVICES WILL MEET YOUR EXPECTATIONS,
(v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, (vi) THE PONYPROOF
SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, WORMS,
TROJAN HORSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, (vii)
THE PONYPROOF SERVICES ARE COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT
LIMITATION INTERNET BROWSER SOFTWARE, OR (viii) ALL CONTENT WILL BE
ACCURATE, COMPLETE OR UP TO DATE. PONYPROOF DISCLAIMS ANY LIABILITY
BASED ON ANY FAILURE TO OCCUR OF ANY OF NUMBERED STATEMENTS IN THE PRIOR
SENTENCE. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.
(C) ANY CONTENT OR OTHER MATERIAL
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PONYPROOF SERVICES
IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT PONYPROOF IS NOT RESPONSIBLE FOR ANY SUCH CONTENT OR
OTHER MATERIAL. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR OTHER MATERIAL.
(D) NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PONYPROOF OR THROUGH OR
FROM PONYPROOF SERVICES SHALL CREATE ANY WARRANTY. TO THE EXTENT
THAT YOU MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, OBLIGATIONS, GUARANTEES
OR PRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS,
WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING
EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS,
GUARANTEES OR WARRANTIES. NO WARRANTIES, OBLIGATIONS, GUARANTEES
OR REPRESENTATIONS (INCLUDING WITHOUT LIMITATION, NO REPRESENTATIONS
OR AFFIRMATIONS OF FACT), WHETHER MADE BY PONYPROOF’S REPRESENTATIVES
OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY PONYPROOF FOR ANY
PURPOSE, OR GIVE RISE TO ANY LIABILITY OF PONYPROOF.
(E) PONYPROOF SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PROTECT REGISTRATION INFORMATION THAT YOU SUBMIT
IN CONNECTION WITH THE PONYPROOF SERVICES, BUT YOU ACKNOWLEDGE AND AGREE
THAT YOUR SUBMISSION OF SUCH INFORMATION AND ANY NON-PERSONAL INFORMATION
IS AT YOUR SOLE RISK, AND PONYPROOF HEREBY DISCLAIMS ANY AND ALL LIABILITY
TO YOU FOR ANY LOSS OR LIABILITY RELATING IN ANY WAY TO SUCH INFORMATION.
(F) PONYPROOF IS NOT LIABLE
TO YOU, AND YOU ARE NOT ENTITLED TO RECEIVE DAMAGES FROM PONYPROOF,
FOR ANY CAUSE RELATING TO THESE TERMS, TO YOUR USE OF THE PONYPROOF
SERVICES, TO ANY OTHER SERVICES PROVIDED FOR YOU BY PONYPROOF, OR TO
ANY SERVICES PROVIDED TO YOU BY ANY THIRD PARTY IN CONNECTION WITH YOUR
USE OF THE PONYPROOF SERVICES. IN ADDITION, IN NO EVENT SHALL
YOU BE ENTITLED TO OBTAIN ANY INJUNCTIVE RELIEF OR ENJOIN, RESTRAIN,
OR OTHERWISE INTERFERE WITH PONYPROOF WITH THE DISTRIBUTION, OPERATION,
DEVELOPMENT OR PERFORMANCE OF THE PONYPROOF SERVICES OR ANY RELATED
PRODUCTS OR SERVICES.
(G) IN THE EVENT OF ANY CONFLICT
BETWEEN THIS SECTION AND ANY OTHER SECTION OF THESE TERMS, THIS SECTION
SHALL TAKE PRECEDENCE.
YOU EXPRESSLY UNDERSTAND AND
AGREE THAT IN NO CASE SHALL PONYPROOF AND PARTNERS BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS
OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES IN ANY CIRCUMSTANCES,
INCLUDING WITHOUT LIMITATION RESULTING FROM: (i) YOUR USE OR INABILITY
TO USE PONYPROOF SERVICES; (ii) YOUR COST OF PROCUREMENT OF SUBSTITUTE
GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED, MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO,
THROUGH OR FROM PONYPROOF SERVICES; (iii) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR CONTENT OR TRANSMISSIONS; (iv) STATEMENTS OR CONDUCT
OF ANY THIRD PARTY ON PONYPROOF SERVICES; (v) ANY ERRORS OR OMISSIONS
IN ANY CONTENT, DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS
OPPORTUNITIES OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT
OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
VIA THE PONYPROOF SERVICES; or (vi) ANY OTHER MATTER RELATING TO PONYPROOF
SERVICES. YOU AGREE THAT SUCH LIMITATION WILL APPLY EVEN IF YOU
OR PONYPROOF OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES
ARE SOUGHT. THE TOTAL AGGREGATE LIABILITY OF PONYPROOF AND PARTNERS
TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS
SHALL NOT EXCEED ALL AMOUNTS YOU PAID TO PURCHASE PONYPROOF SERVICES
FROM PONYPROOF.
NOTHING IN THESE TERMS IS INTENDED
TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH
MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH
OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 13 AND
14 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY
WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN EACH SUCH
JURISDICTION.
YOU AGREE TO WAIVE ANY CLAIMS
YOU MAY HAVE AGAINST PONYPROOF AND PARTNERS ARISING OUT OF YOUR BREACH
OF THESE TERMS, YOUR USE OF THE PONYPROOF SERVICES, OR ANY ACTION TAKEN
BY PONYPROOF AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF
THESE TERMS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION
OF THESE TERMS HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR
RECOVER ANY DAMAGES FROM PONYPROOF AND PARTNERS AS A RESULT OF ITS OR
THEIR DECISION TO REMOVE OR REFUSE TO PROCESS ANY CONTENT, TO WARN YOU,
TO SUSPEND OR TERMINATE YOUR ACCESS TO THE PONYPROOF SERVICES, OR TO
TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION
OR AS A RESULT OF PONYPROOF’S CONCLUSION THAT A VIOLATION OF THESE
TERMS HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO
ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THESE TERMS.
Entire Agreement. These
Terms constitute the entire agreement between you and PonyProof and
govern your use of PonyProof Services, superceding any prior agreements
between you and PonyProof for the use of PonyProof Services. You also
may be subject to additional terms and conditions that may apply when
you use or purchase certain other PonyProof Services, affiliate services,
third-party content or third-party software.
Choice of Law and Forum.
These Terms and the relationship between you and PonyProof shall be
governed by the laws of the State of California without regard to its
conflict of law provisions. You and PonyProof agree to submit to the
personal and exclusive jurisdiction of the federal and state courts
located within the county of San Francisco, California for any claim
or dispute with PonyProof or relating in any way to these Terms or to
your use of the PonyProof Service.
Waiver and Severability
of Terms. The failure or delay of PonyProof to exercise or enforce
any right or provision of these Terms shall not constitute a waiver
of such right or provision or any breach or default by you. The
waiver by PonyProof of your breach or default with respect to any provisions
of these Terms shall not be construed as a waiver of any succeeding
breach of the same or other provisions. If any provision of these
Terms is found by a court of competent jurisdiction to be invalid, illegal
or unenforceable, such provision shall be stricken from these Terms
and the other provisions of these Terms shall remain in full force and
effect.
Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of PonyProof
Services or the Terms must be filed within one year after such claim
or cause of action arose or be forever barred.
Force Majeure.
If the performance of PonyProof under these Terms is prevented, hindered,
or otherwise made impractical because of flood, strike, war, acts of
government, or any other casualty or cause beyond the control of PonyProof,
then PonyProof shall be excused from its performance to the extent and
as long as it is prevented, hindered, or delayed by any of these events.
No Assignment.
You may not assign these Terms, any of the rights granted by PonyProof
under these Terms or your obligations under these Terms, in whole or
in part, without the prior written consent of PonyProof, which may be
withheld in PonyProof’s sole absolute discretion, and any attempt
to do so shall be void. PonyProof may assign these Terms and any
of its rights or obligations under these Terms to any successor, contractor
or other third party. These Terms are binding on and shall inure
to the benefit of the parties and their respective successors and permitted
assigns.
Independent Contractors.
You and PonyProof are independent contractors, and no agency, partnership,
joint venture, employee employer or franchisor-franchisee relationship
is intended or created by these Terms or your use of the PonyProof Services.
No Third Party Beneficiaries.
You agree that, except as otherwise expressly provided in the Terms,
there shall be no third party beneficiaries to the Terms.
Notice; Section Headings.
You agree that PonyProof may provide you with notices, including those
regarding changes to the Terms, by email, regular mail, or postings
on the PonyProof website. The section headings in the Terms are
for convenience only and have no legal or contractual effect.
If you agree to be bound by
these Terms, please click on the button on this page labeled "I Agree",
at which time you will be allowed to use the PonyProof Services, subject
to these Terms. These Terms become effective when you click the
"I Agree" button and continue to be effective until terminated as
provided in these Terms.
By clicking the "I Agree"
button, you are acknowledging that you have read these Terms carefully,
that you understand these Terms, that you had the opportunity to have
these Terms reviewed by legal counsel and you are agreeing to be bound
by these Terms. If you are clicking the "I Agree" button on
behalf of an entity, you warrant and represent that you have full authority
to execute these Terms on behalf of such entity and that this representation
and warranty is an essential and material provision of these Terms and
shall survive the termination of these Terms.
If you do not agree to these
Terms, please click on the button labeled "I Do Not Agree," in which
case you will not be allowed to use the PonyProof Services.
You may print these Terms for your reference by clicking the "print" button below, and you may view or print these Terms at any time at www.PonyProof.com/terms.