You may subscribe to and use the Services only for your internal business purposes, and you agree, if you are an individual, that the Services are being purchased in a business or professional capacity. As part of the Services: (i) Parley Pro may provide certain templates as well as other various documents, manuals and information, help documentation, content, logos, graphics and images (together, the “Parley Pro Content”); and (ii) you may create or upload to your account your own content or third party content for which you have all necessary permissions (“User Content”). If you are the individual that initially creates a user account, you are the “Manager” for that user account. As the Manager, you may invite other users to collaborate with you using your account (“Authorized User”). All Managers and Authorized Users must abide by the AUP. Managers are responsible for any and all privileges that are granted to each of its Authorized Users and liable for its Authorized Users’ breach. You acknowledge and agree that Parley Pro may remove all or a part of any User Content from the Services in the event of a claim as described in the section below titled “Copyright and Trademark Infringements.”
You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, rules, and regulations, including those related to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the HK Prevention of Bribery Ordinance 1970, the Singapore Prevention of Corruption Act (Cap. 241), export control, spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation. You agree that you will not, and will not permit any employee or service provider of yours who has been assigned a unique user name and password to access and use the Services (“Authorized User”) or other third party to: (a) copy, modify, adapt, alter, translate, display or use the Services, except as expressly allowed herein or in the applicable documentation; (b) sublicense, lease, rent, loan, distribute, resell, provide access to the Services on a time-share or service bureau basis, or otherwise transfer the Services, including, as applicable, the documentation, software, associated user interfaces, help resources, and any related technology or services Parley Pro makes available via the Services and the internet, and all updates and upgrades thereto, if any, to any third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (d) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Parley Pro in and to the Services; (e) obliterate, alter, or remove any proprietary or intellectual property notices from the Services in physical or electronic form; (f) use the Services to interfere with, gain unauthorized access to, or otherwise violate the security of Parley Pro’s or another party’s server, network, network access, personal computer or control devices, software or data, or other system, or to attempt to do any of the foregoing; (g) use the Services to violate any applicable law, statute, ordinance or regulation; or (h) use the Services to transmit, publish, or distribute any material or information (1) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Services, (2) for which you do not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party, or (3) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable.
If you are or become a direct competitor or Parley Pro, you may not access or use the Services without Parley Pro’s explicit, advance, written consent, and then only for the purposes authorized in writing.
YOU EXPRESSLY ACKNOWLEDGE THAT BY ALLOWING THE USE OF THE SERVICES PARLEY PRO IS NOT PROVIDING LEGAL, ACCOUNTING, TAX OR ANY OTHER PROFESSIONAL SERVICES AND THAT YOU ARE SOLELY RESPONSIBLE FOR SOLICITING ANY PROFESSIONAL ADVICE YOU DEEM NECESSARY IN THE COURSE OF USING THE SERVICES.
The Parley Pro Content is made available to you by Parley Pro and is the copyrighted and/or trademarked work of Parley Pro or Parley Pro’s contributors. Except as otherwise restricted by these Terms, Parley Pro grants you a limited, personal, non-exclusive and non-transferable license to use and to display for your internal business purposes one copy of the Parley Pro Content and to use the Site and Services solely for your personal or internal business use, provided that you: (a) retain all copyright and other proprietary notices on the Parley Pro Content; (b) use it solely for personal or internal, non-commercial use or in accordance with any applicable subscription plan; and (c) do not modify it in any way.
Except for the limited use rights above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Parley Pro Content, the Site or the Services in any manner. You shall not distribute the Parley Pro Content or the Services in any manner to any third party.
Parley Pro cannot and does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content and/or the behavior of users of User Content and/or the Services. Parley Pro may, but is not obliged to, review, either by manual and/or automated means, all User Content which is and/or may be uploaded on this Services, and monitor and/or review any areas of this Services where users transmit and/or post communications or communicate with each other or Parley Pro (as applicable). Parley Pro reserves the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Documentation and/or otherwise create liability for us or any other person. Such action may include without limitation removing your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in a manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Content that you make. You represent and warrant that: (i) you own all submissions (“Submissions”) and/or User Content posted by you on or through this Services or otherwise have the right to grant the licenses to Parley Pro set forth in this section, and (ii) the posting of your Submissions and/or User Content on or through this Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Content posted by you to or through the Services. Parley Pro shall have no obligation to pay you any fees or royalties for your Submissions and/or User Content.
Unauthorized use of any User Content, the Services or Third Party Content contained on the Site may violate certain laws and regulations. You agree to indemnify and hold Parley Pro and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Parley Pro or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content and/or that your use of the Services or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Parley Pro may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Parley Pro’s discretion, Parley Pro will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site, the Services or on the Internet.
PARLEY PRO DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PARLEY PRO DISCLAIMS ANY LIABILITY OF ANY KIND WITH REGARD TO ALL USER CONTENT, INCLUDED, WITHOUT LIMITATION, INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY.
You may be given access to certain password protected areas of the Site and the Services. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Parley Pro immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Services. Manager may invite other users or “Authorized Users” to collaborate on their account. Only the Manager of an account, not Authorized Users, may elect to remove User Content from the Manager’s account on the Services. Manager agrees to comply with the conditions and restrictions set forth in the Section titled “Your Responsibilities.” You shall not, and shall not attempt to, access any data of another Parley Pro account holder if you are not an Authorized User under the applicable account.
You are responsible for the activities of all end users, whether Authorized Users or not, who access or use the Services through your account and you agree to ensure that any such end user will comply with the terms of this Agreement and any Parley Pro Policies. Parley Pro assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Parley Pro at email@example.com. Parley Pro may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Parley Pro be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
By using the Site, you consent to receiving electronic communications from Parley Pro. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Parley Pro and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that Parley Pro sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Certain information and other content appearing in advertisements or sponsorships on the Services may be the material of third party licensors and suppliers to Parley Pro (“Third Party Content”). Third Party Content does not include User Content. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. PARLEY PRO DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
This Site may be linked to other sites that are not the Site. Parley Pro is providing these links to you only as a convenience, and Parley Pro is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.
Parley Pro is a trademark owned by Parley Pro, Inc. Parley Pro and/or its licensors, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“Parley Pro Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Parley Pro Marks, or other proprietary information (including images, text, page layout, or form) of Parley Pro without express written consent. You may not use any metatags or any other “hidden text” utilizing Parley Pro Marks without Parley Pro’s express written consent.
Other trademarks, names and logos on the Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on the Site and through the Services, including documents, Services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Parley Pro, its licensors or owners of third-party links. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Notification: Parley Pro respects the intellectual property of others, and Parley Pro asks you to do the same. Parley Pro may, in appropriate circumstances and at our discretion, terminate access to the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on the Site, please provide Parley Pro’s copyright agent the following information:
Parley Pro’s agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
Such written notice should be sent to our designated agent as follows:
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items through Parley Pro’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
User Sites and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If you use the Site or the Services outside the United States of America, you are responsible for following applicable local laws and regulations, including any applicable export controls laws. More specifically, you acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your Authorized Users and other end users accesses the Services through your account, may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) you and your end users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that you and your end-users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) you and your end users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no User Content created or submitted by you or your end-users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
PARLEY PRO MAY UPDATE OR REVISE THE TERMS OF THIS AGREEMENT WITHOUT NOTICE AT ANYTIME. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION OF THE TERMS