ProRank Academy

ProRank Academy

TOS

ProRank Academy

Terms of Service

Effective Date: January 10, 2021

This Terms of Service is a contract entered into by and between You (“you” or “User”) and ProRank Business Solutions, LLC (“ProRank,” “We,” or “us”) and our affiliates, to the extent expressly stated. These terms and conditions (together with our Privacy Policy, the “Terms of Service” or “Terms”) govern your access to and use of the ProRank mobile application (our “App”), https://www.learn.prorankllc.com (our “Website”) and any software, application, content, functionality, and services (collectively, with the App and Website, the “Service” or “Services”) offered by ProRank, whether as a guest or registered user. Please read the Terms of Service carefully before you start to use or access our Services. These Terms contain a mandatory arbitration clause and provide a method to opt-out of such arbitration. This agreement is an electronic contract that sets out legally binding terms. You must accept the Terms to use the App. By using our Services, you accept and agree to be bound and abide by these Terms. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS WITHIN THIS TERMS OF SERVICE OR YOU DO NOT MEET OR COMPLY WITH ITS PROVISIONS, DO NOT USE OUR WEBSITE OR OUR SERVICES. Contents

  1. ELIGIBILITY.. 3
  2. CHANGES TO TERMS OF SERVICE. 3
  3. ABOUT PRORANK.. 3
  4. PRORANK ACCOUNT TYPES AND INFORMATION.. 3
  1. USER CONTENT. 5
  2. PROHIBITED USES. 6
  3. RELATIONSHIP WITH PRORANK.. 7
  4. TERMS OF SERVICE VIOLATIONS AND TERMINATION.. 8
  5. INTELLECTUAL PROPERTY RIGHTS. 8
  6. DIGITAL MILLENNIUM COPYRIGHT ACT. 8
  7. FEES. 9
  8. THIRD-PARTY CONTENT, ADVERTISEMENTS AND PROMOTIONS. 9
  9. WARRANTY DISCLAIMERS. 10
  10. LIMITATION OF LIABILITY.. 11
  11. INDEMNIFICATION.. 11
  12. GOVERNING LAW.. 12
  13. SURVIVAL. 12
  14. ASSIGNABILITY.. 12
  15. WAIVER AND SEVERABILITY.. 12
  16. ACCESS OF THE SITE OUTSIDE THE UNITED STATES. 12
  17. CONSENT TO USE ELECTRONIC RECORDS. 13
  18. LITIGATION AND ARBITRATION.. 13
  19. ENTIRE AGREEMENT. 14
  20. CONTACT INFORMATION.. 14

1.     ELIGIBILITY

The Services are intended for users 18 and older. By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years old, or the age of majority in your jurisdiction, and that you possess the legal right and ability to enter into this Terms of Service and are not barred from using the Services under applicable law. If you are under 18, you must obtain your parent or guardian’s permission to use the Service. Please have them read these Terms with you. If you are a parent or legal guardian of a user under the age of 18, you agree to monitor your child’s activity on the Service at all times. By allowing your child to use the Service, you are subject to the terms of these Terms and responsible for your child’s activity on the Service.

2.     CHANGES TO TERMS OF SERVICE

We may revise and update these Terms of Service from time to time in our sole discretion by posting a revised version on the App and Website. All changes are effective immediately when we post them. ProRank may provide reasonable notice of any material changes, determined at our sole discretion, by e-mailing our registered users. Any revisions to the Terms of Service will take effect on the noted Effective Date, located at the top of these Terms. You understand that your continued use of the Services following the Effective Date, means that you accept and agree to be bound by these Terms of Service. If you do not accept the Terms of Service in its entirety, you must not access or use the Services after the Effective Date.

3.     ABOUT PRORANK

ProRank is a business development and diversity consulting company with an expertise in assisting organizations target publicly funding contracts. Our Website and Services allow individuals to manage their diversity certifications and connects diverse applicants and organizations seeking diverse professionals.

4.     PRORANK ACCOUNT TYPES AND INFORMATION

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. By registering for an account to use the Website or Services (an “Account”), by using the Website or Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Terms of Service. It is a condition of your use of the Website that all the information you provide on the Website is truthful, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. We reserve the right to revoke the privileges of the Account or access to or use of the Website or Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account. Subject to the Site Terms of Service, certain portions of the Website are available to Website Visitors, including those portions before your Account registration is accepted. ProRank reserves the right to decline a registration to join ProRank to anyone, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. If you create an Account as an employee or agent on behalf of an agency, company, or other organization (“Organization”) , you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the organization.

ACCOUNT ELIGIBILITY

To register for an Account or use the Website and Services, you must, and hereby represent that you will comply with any licensing, registration, or other requirements with respect to your organization, or the organization for which you are acting and that you are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

ACCOUNT TYPES

You can register for an Account to use the Services generally as an individual/employment seeker (a “Individual Account”) or on behalf of an organization such as a business or agency (a “Organizational Account”). Upon registration, you may further select specific user types within each Account category, such as Diverse Business Owner or Non-Profit Employee.

ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Website. Upon closure of an Account, ProRank may close any or all related Accounts.

5.     USER CONTENT

Once you have registered an Account, you may be able to submit comments, post available positions, upload attachments, upload videos, or provide public ratings or testimonials and otherwise post content (“User Content”) on ProRank. Please ensure your conduct and communications, including your User Content, is accurate and respectful of others. User Content may be visible to all users on ProRank as well as members of the public. By providing any User Content on ProRank, you grant us and our affiliates, service providers, licensees, successors, and assigns an irrevocable, non-exclusive, royalty free, fully paid-up, perpetual, worldwide right and license to use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the User Content, (ii) prepare derivative works of the User Content or incorporate the User Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. In addition, so that ProRank can prevent the use of your User Content outside of the Service, you authorize ProRank to act on your behalf with respect to infringing uses of your User Content taken from the Service by other users or third parties. In consideration for ProRank allowing you to use our Services, you agree that we, our affiliates, and our third-party partners may place advertising on our Services. By submitting suggestions or feedback to ProRank regarding our Services, you agree that ProRank may use and share such feedback for any purpose without compensating you. Our license to your User Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any User Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. To ensure a safe and healthy environment, we have the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion.
  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Service, including the User Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users or the public, or could create liability for ProRank.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, for any violation of these Terms of Service.

Because we cannot control what users may post, we are not responsible or liable to you or any third party for any User Content posted by you or any users on the Service. User Content is the sole responsibility of the user who posts it and ProRank cannot guarantee that all User Content will comply with these Terms. Please let us know of any violations of our Content Standards or these Terms by contacting us at: support@prorankllc.com.

6.     PROHIBITED USES

You may use our App and Services only for lawful purposes and in accordance with these Terms of Service. You agree NOT to use the Services:

  • In any way that violates these Terms.
  • In a way that is inconsistent with the intended use of the Services.
  • In a way that may harm the reputation of ProRank or its affiliates.
  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal, proprietary, or private information without his or her permission;
  • To solicit money or other items of value from another user, whether as a gift, loan, or form of compensation.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate ProRank, a ProRank employee, another user, or any other person or entity (including, without limitation, by using email addresses or Account names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm ProRank or users of the Services, or expose them to liability.

Additionally, you agree not to:

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
  • Encourage, promote, or agree to engage in any activity that violates these Terms.
  • “Frame” or “mirror” any part of the Service or the App.
  • Use another user’s Account.
  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
  • Use or develop any third-party applications that interact with our Services or User Content information without our written consent.
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
  • Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Services, including any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Using the Service in order to damage ProRank, or any related websites, affiliates, or subsidiaries.
  • Using the Service to encourage, promote, facilitate, or instruct others to engage in illegal activity.
  • Use profanity, hateful, discriminatory, harassing, defamatory, sexually explicit, violent, false, or misleading speech;
  • Probe, scan or test the vulnerability of our Services or any system or network.
  • Otherwise attempt to interfere with the proper working of the Services.

7.     RELATIONSHIP WITH PRORANK

The Services enable diverse individuals and organizations to find and transact directly with each other. ProRank is a platform to facilitate connections between individuals and Organizations who voluntarily use ProRank, however ProRank does not introduce individuals to Organizations or find individuals for Organizations. Through the Services, individuals may be notified of Organizations that may be seeking the services they offer however all Users are responsible for evaluating and determining the suitability of any organization or agency on their own. You acknowledge, agree, and understand that ProRank is not a party to the relationship or any dealings between any individual or organization. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for an available position (such as any interviews, vetting, background checks, or similar actions), and (c) negotiating, agreeing to, and executing any employment or compensation for services. ProRank does not make any representations about or guarantee the truth or accuracy of any profile or any job listing or other User Content on the Site; does not verify any feedback or information provided by Users; and does not vet or otherwise perform background checks on individuals or Organizations. Nothing in this Terms of Service is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between ProRank and any User.

8.     TERMS OF SERVICE VIOLATIONS AND TERMINATION

Any violation of these Terms of Service shall result in immediate Account termination without prior warning to you and without refund applied to your Account. Additionally, any violation of these restrictions may further subject you to liability for violation of ProRank’s intellectual property rights and further claims and damages. We may choose to suspend or terminate your Account or ability to access or use the Services at any time, for any or no reason, at our sole discretion, and without notice, refund, or liability of any kind. You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. You may delete your Account by accessing your Account settings on the App or by contacting us at: support@prorankllc.com. If you delete your Account, ProRank may still retain certain information associated with your Account for analytical purposes and record-keeping integrity, as well as to prevent fraud, collect any fees owed, enforce our terms and conditions, take actions we deem necessary to protect the integrity of our Service   and our users, or take other actions otherwise permitted by law.  As well, if certain information has already been provided to third parties as described in our Privacy Policy, retention of that information will be subject to those third parties’ policies.

9.     INTELLECTUAL PROPERTY RIGHTS

The Services and its entire contents, features, and functionality (including but not limited to the Website, App, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the ProRank, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. ProRank hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use the Service and download the App on one mobile device for your personal use, as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services except as permitted by this Terms of Service. Further you must not use the Services for any other purposes intended to benefit a party other than you. The ProRank name, logo, trademarks and all related names, logos, product and service names, designs, and slogans are trademarks of ProRank or its affiliates or licensors. You must not use such marks without the prior written permission of ProRank. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners. If you believe the material contained within the Services violates your intellectual property rights or these Terms of Service, please contact ProRank at: support@prorankllc.com

10.  DIGITAL MILLENNIUM COPYRIGHT ACT

ProRank respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any User Content deemed to have been posted or distributed in violation of any such laws. If you believe that your work has been copied on the Website and/or the Services in a way that constitutes copyright infringement under the Digital Millennium Copyright Act (the “Act”), please email us at support@prorankllc.com. In your message, please provide notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the App and/or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

11.  FEES

We may charge fees for certain parts of the Services, such as yearly fees for Organizational accounts and the ability to purchase ProBucks for all Users. If you purchase a subscription to the Services, the subscription is for a minimum of the term identified in the service description. You may terminate your subscription to the Services for any reason, or no reason at all, provided however that subscription fees will not be refundable if you cancel your subscription prior to its term. Service fees are subject to change upon renewal of subscription. The renewal of your subscription indicates agreement to any amendments to the Terms of Service. You hereby authorize ProRank, as applicable, to run credit card authorizations on all credit cards you provide, to store credit card and banking or other financial details consistent with our Privacy Policy, and to charge your credit card (or any other “Payment Method”) for the Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information. By providing Payment Method information through the Site and authorizing payments with the Payment Method, you represent, warrant, and covenant that: (a) You are legally authorized to provide such information; (b) You are legally authorized to make payments using the Payment Method(s); (c) if You are an employee or agent of a company or person that owns the Payment Method, that You are authorized by the company or person to use the Payment Method to make payments on ProRank; and (d) such actions do not violate the terms and conditions applicable to Your use of such Payment Method(s) or applicable law. When You authorize a payment using a Payment Method via the Site, You represent and warrant that there are sufficient funds or credit available to complete the payment using the designated Payment Method. Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, ProRank is not liable to any User if ProRank does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. ProRank will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.

12.  THIRD-PARTY CONTENT, ADVERTISEMENTS AND PROMOTIONS

The Services may contain links to third-party products or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any of their products or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content. The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any content or information on the Services.

13.  WARRANTY DISCLAIMERS

  1. THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. YOU UNDERSTAND THAT PRORANK DOES NOT. PRORANK DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICE. PRORANK IS NOT RESPONSIBLE FOR: ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF THE SERVICE; ANY CONTENT, INCLUDING PRORANK CONTENT AND USER CONTENT, POSTED ON THE SERVICE OR TRANSMITTED TO USERS; OR ANY INTERACTION OR CONTACT BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.
  2. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THE SERVICES, ANY CONTENT FROM THE APP, OR THE SERVER THAT MAKES THIS SERVICES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO YOU.
  3. FROM TIME TO TIME, PRORANK MAY MAKE THIRD-PARTY OPINIONS, ADVICE, STATEMENTS, OFFERS, OR OTHER THIRD-PARTY INFORMATION OR CONTENT AVAILABLE ON THE WEBSITE AND/OR THROUGH THE SERVICE. ALL THIRD-PARTY CONTENT IS THE RESPONSIBILITY OF THE RESPECTIVE AUTHORS THEREOF AND SHOULD NOT NECESSARILY BE RELIED UPON. SUCH THIRD-PARTY AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. PRORANK DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON THE WEBSITE OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE OR SERVICE. UNDER NO CIRCUMSTANCES WILL PRORANK OR ITS AFFILIATES OR SUBSIDIARIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON PRORANK CONTENT OR OTHER CONTENT POSTED ON THE SERVICE.

14.  LIMITATION OF LIABILITY

  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, THE INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, INCLUDING THE MOBILE APPLICATION, WEBSITE OR ITS CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE PORTIONS OF THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ERRORS IN PRICING OR AVAILABILITY OF SERVICES AND PRODUCTS, IN NO EVENT WILL PRORANK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES. OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PRORANK IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
  2. PRORANK SPECIFICALLY DISCLAIMS ALL LIABILITY, DAMAGES, PERSONAL INJURIES AND OTHER LIABILITY OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF, OR RELATING TO, YOUR: USER CONTENT, FINANCIAL DATA, OR ANY OTHER DATA YOU SUBMIT TO PRORANK, INCLUDING THE LOSS OR UNAUTHORIZED ACCESS BY A THIRD PARTY OF ANY SUCH DATA; DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE; OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE SERVICE.
  3. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.

15.  INDEMNIFICATION

You agree to indemnify and hold ProRank, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any violation of these Terms of Service (including negligent or wrongful conduct) by you, (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity or (iv) your User Content. In states where the law does not recognize a cap on liability and/or indemnity obligations, you agree to hold harmless ProRank and be fully responsible for any loss, liability and/or legal fees that arise from the violation of the Terms of Service herein.

16.  GOVERNING LAW

These Terms of Service and any claim arising out of these Terms will be governed by and construed in accordance with the laws of the State of Delaware.

17.  SURVIVAL

After this Terms of Service terminates, the terms of this agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. For example, the provisions protecting intellectual property, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Terms of Service terminates. Without limiting any other provisions of the Terms of Service, the termination of these Terms for any reason will not release you from any obligations incurred prior to termination of the Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

18.  ASSIGNABILITY

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without ProRank’s prior written consent in the form of a written instrument signed by a duly authorized representative of ProRank. ProRank may freely assign this Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

19.  WAIVER AND SEVERABILITY

No waiver by ProRank of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ProRank to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

20.  ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Given the global nature of the Internet, you agree to comply with all local rules, including, without limitation, rules about the Internet, data, email, privacy, copyright and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. In order to access or use the Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.

21.  CONSENT TO USE ELECTRONIC RECORDS

In connection with the Terms of Service, you may be entitled to receive certain records from ProRank or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, you give us permission to provide these records to you electronically instead of in paper form.

22.  LITIGATION AND ARBITRATION

  1. Arbitration is the submission of a dispute to an unbiased third party designated by the parties to the controversy, who agree in advance to comply with the ruling, decisions, award or judgment after a hearing at which all parties to the controversy have an opportunity to be heard. YOU AND PRORANK AGREE THAT WE ARE EACH GIVING UP OUR RIGHT TO GO TO COURT in connection with any Dispute (defined below), and that our rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY.
  2. You and ProRank agree that any disputes arising out of or related to the Service, these Terms and/or any policies or practices of ProRank (a “Dispute”) will be subject to FINAL AND BINDING ARBITRATION. Notwithstanding the above, ProRank is always interested in attempting to resolve any Disputes by amicable and informal means, and we encourage You to contact us at support@prorankllc.com before resorting to arbitration.
  3. YOU AND PRORANK ACKNOWLEDGE THAT NEITHER OF US WILL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER CLASS PROCEEDING IN CONNECTION WITH ANY DISPUTE WITH THE OTHER PARTY. Further, neither You nor ProRank agrees to class arbitration or any arbitration where a person brings a dispute as a representative of other person(s).
  4. You agree that ProRank may bring actions on its Users’ behalf, including you, where its rights may be implicated.
  5. If the parties are unable to resolve a Dispute by informal means, the arbitration of Disputes will be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, and if deemed appropriate by the arbitrator, any supplementary procedures for consumer disputes.
  6. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be brought in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against ProRank (except for small-claims court actions) may be commenced only in the federal or state courts located in Delaware. You hereby irrevocably consent to the jurisdiction of and venue in those courts for such purposes.
  7. Regardless of any statute or law to the contrary, and to the maximum extent permitted by applicable law, any Dispute must be filed within one (1) year after the date in which the incident giving rise to the Dispute occurred. Failure to file an arbitration claim as described above within the applicable limitation period constitutes a waiver of such claim and serves as a complete bar to any claim based on any Dispute.
  8. This Agreement, and any Dispute between You and ProRank shall be governed by the laws of the state of Delaware without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
  9. If You access the Service from outside the United States, You waive all rights under the laws and regulations of the territory from which You access or use the Service. Regardless of whether You access or use the Service from outside the United States, all Disputes shall be resolved in the United States as described above.
  10. You have the right to opt out of binding arbitration within thirty (30) days of the date You first accepted the terms of this Section by emailing support@prorankllc.com. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the choice or law, forum and venue provisions herein.
  11. Any claim under this Agreement, whether arbitrated or not, are governed by California and may be brought only in the state or federal courts in California.
  12. Notwithstanding the foregoing, either you or ProRank may bring an individual action in small claims court.

23.  ENTIRE AGREEMENT

These Terms of Service, constitute the sole and entire agreement between you and ProRank and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, to the extent they relate in any way to the Services.

24.  CONTACT INFORMATION

For questions or concerns related to these Terms, please contact us at: support@prorankllc.com or info@prorankllc.com  

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