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This is a legal, binding agreement ("Agreement") between you and Proactive Worldwide, Inc. ("PWW"; “Proactive”). By accessing, browsing and/or using this website ("Site") you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site. This Agreement includes all of the terms listed herein, as well as any other proprietary, copyright, or other notices listed on this Site. Information on this Site may contain technical inaccuracies or typographical errors. Please read this Agreement carefully and be aware that PWW may, in its sole discretion and without notice, revise these terms at any time by updating this posting.
Hyperlinking
PWW makes no representations whatsoever about any other website that you may access through this one. When you access a non-PWW website, please understand that it is independent from PWW, and that PWW has no control over the content on that website, even if PWW provides information or services to the owner of that website. In addition, a link to a non-PWW website does not mean that PWW endorses or accepts any responsibility for the content or the use of such website. In fact, PWW disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature.
Copyrights and use of site content
The copyright in all materials provided on this Site is held by PWW or by the original creator of the material. Except as stated herein, none of the materials may be copied, reproduced, distributed, modified, republished, downloaded, cached, displayed, posted, transmitted, or sold in any form or by any means, including, but not limited to, electronic, photocopying, recording or otherwise, without the express written consent of PWW and the copyright owner, if PWW is not the copyright owner. Permission is granted to download one copy of the materials on this Site on a single computer for your personal or internal business use only, provided that you do not modify the materials and that you keep a copy of all copyright and other proprietary notices contained in the materials. The permission to download one copy of any materials on this Site for your personal use in no way modifies or terminates the rights of PWW and the copyright owner. This permission terminates immediately if you breach this Agreement. You may not "mirror" any material contained on this Site without PWW’s express written consent. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes. All content and functionality on this Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, are the exclusive property of PWW or its licensors and are protected by US and international copyright laws. All rights not expressly granted are reserved.
© 2011 Proactive Worldwide, Inc.
1699 E. Woodfield Road, Suite 406
Schaumburg, IL 60173 USA.
Telephone: (847) 483-9300
Facsimile: (847) 483-9328
All rights reserved.
Trademarks
The trademarks, service marks, and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of PWW. Other trademarks, service marks, and trade names may be owned by others. Nothing on this Site should be construed as granting, expressly or impliedly, any license or right to use any Trademark or any other intellectual property displayed on this Site. PWW aggressively enforces its intellectual property rights to the fullest extent of the law. The name “Proactive Worldwide, Inc.,” “PWW,” “Out In Front,” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without the express written consent of PWW. PWW also prohibits use of PWW and any other Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by PWW in writing.
Access to this site
PWW may alter, suspend, or discontinue this Site and your access to use this Site at any time for any reason without notice or liability to you or any third party. This Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to the user's systems or operations. The user shall be solely responsible for ensuring that any information or content obtained from this Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage the user's systems, software, or data.
Disclaimer of warranties
THE SITE AND ALL MATERIALS THEREON ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PWW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, PWW DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE, OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK.
Limitation of liability
UNDER NO CIRCUMSTANCES SHALL PWW OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF PWW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PWW OR ANY OF ITS PREDECESSORS', SUCCESSORS', PARENTS', SUBSIDIARIES', AFFILIATES', OFFICERS', DIRECTORS', PARTNERS’, SHAREHOLDERS', INVESTORS', EMPLOYEES', AGENTS', REPRESENTATIVES' AND ATTORNEYS' AND THEIR RESPECTIVE HEIRS', SUCCESSORS', AND ASSIGNS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED FIVE HUNDRED DOLLARS ($500). SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
Indemnification
You hereby agree to indemnify, defend, and hold harmless PWW and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, partners, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to any breach by you of this Agreement or the representations, warranties, and covenants you have made by agreeing to the terms of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. PWW reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
Enforcement of terms and conditions
This Agreement is governed by and to be construed in accordance with the internal laws, and not the law of conflicts, of the State of Illinois, United States of America. In the event any dispute arises between the parties as it relates to this Agreement, the parties shall resolve their dispute by arbitration in Cook County, Illinois. The parties shall select the arbitrator. If they are unable to agree on an arbitrator, the licensed attorneys of the parties shall select the arbitrator. In all cases, the arbitrator shall be an attorney licensed to practice law in the State of Illinois and in good standing. The arbitrator’s fee shall be paid equally by each party. The arbitrator shall produce a written award that includes findings. Any party may have the award of the arbitrator entered as a judgment in the Circuit Court of Cook County, Illinois. The parties agree that, in the event that any party alleges a breach of this Agreement, all parties have subjected themselves to the jurisdiction of the Circuit Court of Cook County, Illinois.. If the event any one or more of these terms is unlawful, void, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and the provision in question shall be deemed to be revised to the extent necessary to make such term enforceable.
Infringement notices and takedown
PWW prohibits the posting of any information that infringes or violates the copyright rights or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright or other intellectual property rights, you should notify PWW of your copyright infringement claim in accordance with the following procedure. PWW will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act ("DMCA"). The DMCA requires that notifications of claimed copyright infringement should be sent to this Site's Designated Agent who is: David Kalinowski, President, Proactive Worldwide, Inc.
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Entire agreement
This Agreement constitutes the entire agreement and understanding between you and PWW with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, statements, and promises, written or oral, with respect to the subject matter of this Agreement. There are no restrictions, agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein. No party hereto has relied, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises, or understandings made by any other party, any agent or attorney of any other party, or any other person unless such agreement, representation, warranty, statement, promise, or understanding is specifically set forth in this Agreement. No party hereto nor any of his, her, or its attorneys or agents shall be bound by or charged with any statements, promises, or understandings not specifically set forth in this Agreement. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PWW. The failure of PWW to enforce any right under any provision of this Agreement, in one or more instances, shall not act as a waiver of its right to enforce any provision of this Agreement.
Headings
The section headings contained in this Agreement are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.
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