THESE TERMS AND CONDITIONS (THE "TERMS" OR “AGREEMENT”) ARE A LEGAL CONTRACT BETWEEN YOU AND PROSPECTIFY, INC. (“PROSPECTIFY”, “WE”, “US” OR “OURS”). THE TERMS EXPLAIN HOW ARE YOU PERMITTED TO USE OUR INTERNET PROPERTIES, INCLUDING THE WEBSITE LOCATED AT PROSPECTIFY.IO AS WELL AS ALL ASSOCIATED SITES, AFFILIATED SUBDOMAINS AND BROWSER PLUGINS (COLLECTIVELY, THE "SITE"). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE THE CONTENT, SERVICES AVAILABLE THROUGH THIS SITE (THE "SERVICES") AND ANY SOFTWARE OR TOOLS THAT PROSPECTIFY PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS OR USE THE SITE FROM A MOBILE DEVICE.
PLEASE READ THESE TERMS CAREFULLY. BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
Using the Site and the Services on the Site (Accounts)
Proprietary Rights and Licenses
Links to Third Party Sites
Intellectual Property Infringement
Disclaimer of Warranties
Limitation of Liability
Local Laws; Export Control
Governing Law and Courts
California Consumer Notice
Prospectify may make changes to the content, Materials (as defined below) and Services offered on the Site at any time. Prospectify can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and, if You have registered with Us, by describing the modifications to these Terms in an email that We will send to the address that You provided during registration. To be sure We properly reach Your email inbox, We just ask that You let Us know if Your preferred email address changes at any time after Your registration. By using this Site after Prospectify has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.
Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Site. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
You represent and warrant that you are 18 years of age or older and/or that you are lawfully able to enter into contracts. Notwithstanding the foregoing, if you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to Prospectify or the Site.
If you are entering into this Agreement on behalf of a business entity, you represent and warrant that you have the legal authority and capacity to bind such business entity. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.
USING THE SITE AND THE SERVICES ON THE SITE (ACCOUNTS)
If you are Visitor, You can simply view the Site and not use any Services on the Site. You need not register with Prospectify to simply visit and view the Site and the public information on the Site.
However, in order to fully access certain password-restricted areas of the Site, and to use certain Services and Materials offered on and through the Site, You must successfully register an account (the “Account”) with Us.
If You want an Account with Us, You must submit the following information through the account registration page on this Site: your first name, last name, email address, and password; and if you make a purchase, your payment card information, including billing address.
You may also provide additional, optional information so that We can provide You a more customized experience when using this Site –but, We will leave that decision with You. For example, we may also collect any information that you voluntarily provide to us, including without limitation your company name, current prospecting tools, and contact information if you request our newsletter. Once You submit the required registration information, We alone will determine whether or not to approve Your proposed account. If approved, You will be sent an e-mail detailing how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You. And, if You forget Your password – no worries as We will happily send a password update to Your provided email address.
You are responsible for complying with these Terms when You access this Site, whether directly or through any account that You may setup through or on this Site. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of This Site as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access this Site. Should You believe Your password or security for This Site has been breached in any way, You must immediately notify Us.
PROPRIETARY RIGHTS AND LICENSES
Prospectify provides content through the Site and through the Services that is property of, copyrighted by and/or trademarked work of Prospectify or Prospectify’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include but are not limited to logos, graphics, video, images, software, plugins, tools, text, data, information, photographs, sounds, music, interactive features and the like, and other content.
You acknowledge that the Site, its entire contents, features, functionality and Materials, and the trademarks, tradenames, service marks, trade dress or logos contained therein (collectively “Marks"), and any other proprietary rights related thereto or appearing on the Site, are owned by or licensed to Prospectify, its licensors or other providers of such material, and are protected by copyrights, trademarks, service marks, patent rights, trade secrets and/or other proprietary rights ("Intellectual Property"). As between You and Us, We reserve all right, title, and interest, not expressly granted in and to the Site. You may only use the Site (and the Intellectual Property) as expressly permitted in these Terms and for no other purpose.
The Site as a whole is copyrighted as a collective work, and Materials appearing on or accessible through the Site, are owned by or licensed to Prospectify and are likewise subject to copyright protection domestically and internationally. Materials on the Site are provided to you AS IS for personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Prospectify or the respective owners. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted herein, including any use, copying, or distribution of content submitted by third parties obtained through the Site for any commercial purposes. You must abide by all copyright notices, information, or restrictions contained in or attached to any Materials or Submissions.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, Prospectify hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for any part of the Site, Services, or Materials, or alter, enhance or in any way exploit any of the Site or Materials in any manner. You agree not to circumvent, disable or otherwise interfere with security related features of the Site, Services, or Materials features that prevent or restrict use or copying of Materials or enforce limitations on use of the Site or the Materials therein. You agree to be liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site. All rights not expressly granted herein are reserved.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.
All Marks not owned by Prospectify that appear on the Site are the property of their respective owners and are used by permission. Ownership of Marks and the goodwill associated therewith remains with Us or with those other entities.
We reserve the right (but have no obligation) to review your End User Contact Data, investigate, and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your information, terminating your Account in accordance with this Agreement, and/or reporting you to law enforcement authorities.
Please refer to our Unauthorized Activities section below for more information pertaining use of the Site.
You must have a broadband Internet connection and the Google Chrome browser , in order to obtain and make full use of this Site and the Materials. Prospectify reserves the right to change any of the minimum system requirements at any time.
You agree to pay all fees or charges to your Account based on Prospectify’s fees, charges, and billing terms in effect as shown on our Pricing Page. If you do not pay on time or if Prospectify cannot charge your credit card, or other payment method for any reason, Prospectify reserves the right to either suspend or terminate your access to the Site and Account and terminate these Terms. You are expressly agreeing that Prospectify is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms all of which depend on Your particular membership and utilized services. We understand that You might cancel Your account, but please know that We will not provide any refund(s) and You will be responsible for paying any balance due on the Account. You agree that Prospectify may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
You may be able to "Buy Credits" under your Account to receive certain Services. An explanation of our fee structure is available under the “credits” section of our Site. We reserve the right to change our pricing policy or the method or manner in which we charge for our Service at any time at our sole discretion without further notice. Notwithstanding the foregoing, in the event a pricing change affects fees which you have already agreed to pay for credits we will notify you of such changes prior to such change taking effect and you will have the option of continuing to receive the applicable service if you agree with the price change. If you do not agree, we will not be able to keep providing you the Service when your credits run out. Once we have confirmed receipt of your payment, we will credit your account with the number of credits purchased. If we receive a payment for an incorrect amount or non-specified currency payments, we reserve the right to credit your account with a prorated number of credits based on the funds received, converted to the specified currency at a reasonable market exchange rate at the time of processing. Account credits may not be transferred from one client of the Service to another client.
Credits can be acquired by buying “Packages.” When signing to buy packaged Credits, you agree and understand that you are entering into a monthly subscription type Service, which is automatically renewed. IF NOT CONSUMED WITHIN THE MONTH, ANY CREDITS LEFT IN YOUR ACCOUNT WILL AUTOMATICALLY EXPIRE AND WE WILL AUTOMATICALLY REPLACE YOUR CREDITS (WITHOUT FURTHER AUTHORIZATION FROM YOU) AT THE BEGINNING OF EACH MONTH UNDER THE SAME CREDIT PACKAGE THAT YOU HAD PURCHASED PREVIOUSLY USING THE SAME PAYMENT METHOD YOU PREVIOUSLY USED. In the event that any action you take or features you use on the Site results in you having a "zero balance" or a negative balance of credits before the end of the current month, you will be able to acquire additional credits by upgrading your Credit Package to a package with more Credits. You understand and agree that WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION UNDER THE NEWLY PURCHASED CREDIT PACKAGE UNLESS YOU EXPRESSLY CHANGE YOUR SELECTION TO YOUR PREVIOUSLY SELECTED PACKAGE BEFORE THE AUTOMATIC RENEWAL OCCURS.
TO CHANGE YOUR ACQUIRED CREDIT PACKAGE OR TO CHANGE YOUR PAYMENT METHOD, GO TO here .
You may cancel your Account at any time, in which case you will be able to use your purchased Credits until the end of the then current month. All credits in your account expire at the end upon cancellation of your account or after each month of your subscription. You can confirm the expiry date of your account and any account balance at any time by clicking on here or by using the internal chat application to ask a member of our client success team.
If your usage of the Service is terminated because of a breach of these Terms or if it is terminated for any reason pursuant to these Terms, all credits in your account will expire.
Unless otherwise required by applicable law, you agree that your purchases, including your purchase of credits, are non-refundable.
By using the Site and/or the Services provided on or through the Site, You consent to receiving electronic communications from Us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of Your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
LINKS TO THIRD-PARTY SITES
We think links are convenient, and We sometimes provide links on this Site to third-party websites. If You use these links, You will leave this Site. We are not obligated to review any third-party websites that You link to from this Site, We do not control any of the third-party websites, and We are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from this Site, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party websites.
Unless You have written permission from Us stating otherwise, You are not authorized to use this Site in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
For any public or commercial purpose which includes use of this Site on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To defame, abuse, harass, stalk, threaten, harm or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
To interfere with or disrupt this Site or servers or networks connected to this Site;
To use any data mining, robots, scraper or similar data gathering or extraction methods in connection with this Site;
Attempt to gain unauthorized access to any portion of this Site or any other accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means;
To use racially, ethnically, or otherwise offensive language or use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
To discuss or incite illegal activity;
To post anything that exploits children or minors or that depicts cruelty to animals;
To post any copyrighted or trademarked materials without the express permission from the owner;
To disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation;
To take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
If applicable, to alter the opinions or comments posted by others on this Site;
To post anything contrary to our public image, goodwill or reputation.
To collect information for, or intended to be indicative of, any person’s employability, credit worthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act (“FCRA”), 15 USC Section 1681a;
To collect information as a factor in establishing any person’s eligibility for (1) credit or insurance used primarily for personal, family or household purposes, (2) employment purposes, or (3) other purposes authorized under Section 604 of the FCRA, 15 USC Section 1681b or any similar statute; or
To post or upload any individually identifiable health information (as that term is defined in accordance with Health Insurance Portability and Accountability Act, as amended), debit or credit card information, bank account information, social security number, driver’s license information, or government ID information about any individual.
Prospectify reserves the right to terminate access to your Account without notice, for any action that Prospectify reasonably determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Prospectify 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 Prospectify’s discretion, Prospectify will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
Unauthorized use of any Materials contained on this Site may violate certain laws and regulations.
You agree to indemnify and hold Prospectify 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) Prospectify 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 that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to this Site (or any portion thereof) to any user who uses this Site in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Site in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of this Site, please provide written notice to Our Agent for notice of claims of infringement: Attn: Matthew Ekstrom DMCA Agent, CC: Geoffrey Ossias of DLA Piper, Email: firstname.lastname@example.org .
To be sure the matter is handled immediately, Your written notice must:
Contain Your physical or electronic signature;
Identify the copyrighted work or other intellectual property alleged to have been infringed;
Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
Contain a statement that the information in the written notice is accurate; and
Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:
1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, in Our sole discretion, to terminate the account or access of any user of this Site or Service who is the subject of repeated DMCA or other infringement notifications. You agree to delete all Materials upon termination of Your account or access.
DISCLAIMER OF WARRANTIES
THIS SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, We make no warranty that this Site will meet Your requirements or that this Site will be uninterrupted, timely, secure, or error free or that defects in this Site will be corrected. We make no warranty as to the results that may be obtained from the use of this Site or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by You through this Site or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
LIMITATION OF LIABILITY
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
LOCAL LAWS; EXPORT CONTROL
We control and operate this Site from Our headquarters in the United States of America and the entirety of this Site may not be appropriate or available for use in other locations. If You use this Site outside the United States of America, You are solely responsible for following applicable local laws.
Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
All disputes, controversies, causes of action (in tort, contract, by statute or otherwise) (“Disputes”), including, without limitation, Disputes arising from or relating to this Arbitration Provision (including the interpretation, breach, termination and invalidity thereof) or the relationship that results from these Terms shall be resolved by binding arbitration by a single independent and impartial arbitrator under the applicable Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”) (http://www.adr.org/, 1-800-778-7879).
Arbitration replaces the right to go to court, and therefore the parties waive any right that you or Prospectify might otherwise have had to a jury trial or the opportunity to litigate any claims in court before either a judge or jury. Notwithstanding the foregoing, Prospectify reserves the right to pursue the protection of its intellectual property rights and confidential information outside of arbitration and to stop other illegal activities through injunctive relief or other equitable relief through the courts. If Prospectify chooses to litigate any dispute regarding the scope or validity of Prospectify’s intellectual property rights outside of arbitration, the arbitrator shall have no authority to make any finding or judgment with respect to such scope or validity.
Venue: The exclusive venue for the arbitration shall be Maricopa County, Arizona, United States of America. The parties will agree on a reasonable location, in the event that Maricopa County is an inappropriate forum. The parties will endeavor to minimize the need for long distance travel through use of telephonic communications and submission of documents as permitted under the applicable rules for Expedited Procedures. The official language of the arbitration shall be English.
Arbitration shall be commenced by filing a Claim pursuant to the applicable American Arbitration Association Rules. The arbitration shall be completed, barring extraordinary circumstances within ninety (90) days of the filing of the Claim. The parties may grant reasonable continuance upon good cause shown. The Award shall be reasoned and shall be rendered within thirty (30) days of closure of the arbitration proceedings.
Rules and forms may be obtained and Claims may be filed at American Arbitration Association, 1633 Broadway, Floor 10, New York, NY 10019-6708, (212) 716 – 5800, (800) 778 – 7879, www.adr.org.
All parties have the right, at their own expense, to be represented by an attorney or spokesperson of their own choosing. Discovery shall be expeditiously completed within three (3) months of the time the parties are at issue. Each party shall produce relevant non-privileged documents requested by the other party. Discovery procedures available in court actions do not apply. The arbitrator shall grant oral and/or written discovery to preserve evidence or upon a showing of need. All discovery disputes shall be promptly submitted to and promptly resolved by the arbitrator. The Parties may elect to use any of the Expedited Procedures of the Commercial Dispute Resolution Procedures of the AAA.
Any party may seek a preliminary injunction or other provisional, injunctive, emergency or equitable relief (but not monetary relief) in a court of competent jurisdiction if, in its sole judgment, such relief is necessary to preserve the status quo or to prevent irreparable harm. The parties shall, despite seeking relief under this section, participate in good faith in the arbitration.
The arbitrator will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitration will be confidential unless the Parties request otherwise.
The Parties shall equally share the fees charged by the arbitrator and the AAA, but they shall otherwise bear their own expenses incurred in connection with conducting the arbitration and related discovery. Enforcement of the arbitrator’s judgment may be sought in any court of competent jurisdiction.
GOVERNING LAW AND COURTS
These Terms involve transactions between the parties in interstate commerce and shall be governed by the Federal Arbitration Act, 9 USC § 1-19. Judgment upon any interim or final award shall be entered and confirmed in any court or tribunal of competent jurisdiction. The substantive law of the State of Arizona (excluding its conflicts of law provisions) and applicable U.S. federal law, shall apply to all disputes and the Agreement. If there is a difference between the Federal Arbitration Act and Arizona law, the Federal Arbitration Act controls. Foreign laws do not apply.
Notwithstanding the foregoing, the Parties agree that any dispute arising under these Terms regarding the scope or validity of Prospectify’s Intellectual Property Rights, if not resolved informally, (i) shall be interpreted solely under the laws of Arizona, USA; and (ii) shall be finally resolved exclusively in the courts located within Maricopa County, Arizona, USA, and You hereby consent to the personal jurisdiction of such courts. You agree not to challenge the jurisdiction of the courts contemplated in the preceding sentence. In the event that You challenge such jurisdiction or bring an action in any other court, You agree that (i) Prospectify shall be entitled to recover all expenses, including attorneys’ fees, incurred in connection with Your challenge or court action, in addition to any award that may be given to Prospectify, and (ii) any judgment awarded to You shall be reduced by the amount of such expenses incurred by Prospectify, and, if such expenses exceed the award, You shall pay the difference to Prospectify.
We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.
However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to this Site without prior notice to You. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforced any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about this Site. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability, arbitration and general provisions shall survive any termination of these Terms. You do not have the right to assign these Terms or any of your rights hereunder or to our Service to anyone.
CALIFORNIA CONSUMER NOTICE
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by Prospectify, 5505 E McLellan Rd 105 Mesa, AZ 85205 or email@example.com. If You have a question or complaint regarding the Site or Service, please contact Customer Service at firstname.lastname@example.org. You may also contact Us by writing Prospectify, 5505 E McLellan Rd 105 Mesa, AZ 85205 or email@example.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
If You have any questions about these Terms you may reach us at firstname.lastname@example.org or otherwise need to contact Us for any non-legal reason at email@example.com. WEST\270196434.4