1. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Pro-Diem, Inc. registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Pro-Diem, Inc. of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Pro-Diem, Inc. cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
2. MEMBER CONDUCT
You understand that all information is the sole responsibility of the person from whom such Content originated. This means that you, and not Pro-Diem, Inc. are entirely responsible for all Content that you upload and make available via the Widget Pro-Diem, Inc. does not control the Content posted via the Widget as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the. Under no circumstances will Pro-Diem, Inc. be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Pro-Diem, Inc Widget.
You agree to not use the Pro-Diem, Inc. widget to:
a. upload, post, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
c. upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
d. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
e. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
f. interfere with or disrupt the Pro-Diem, Inc Widget or servers or networks connected to Pro-Diem, Inc.
You acknowledge that Pro-Diem, Inc. may or may not pre-screen content, but that Pro-Diem, Inc. and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any content that is available via the Widget. Without limiting the foregoing, Pro-Diem, Inc. and its designees shall have the right to remove any content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You acknowledge, consent and agree Pro-Diem, Inc. may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access
preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to your requests for customer service.
You understand that the Pro-Diem, Inc widget and software embodied within the Pro-Diem, Inc website and server may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Pro-Diem, Inc. You may not attempt to override or circumvent any of the usage rules embedded into the Pro-Diem, Inc. Widget or software. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Pro-Diem, Inc widget and server in whole or in part, is strictly prohibited. Violators of such shall be prosecuted to the fullest extent of the law.
3. CONTENT SUBMITTED OR MADE AVAILABLE FOR PER DIEM CALCULATION
a. Pro-Diem, Inc. does not claim ownership of Content you submit or make available Pro-Diem, Inc.
You agree to indemnify and hold Pro-Diem, Inc. and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Pro-Diem, Inc. Widget, your use of the Pro-Diem, Inc Widget, your connection to the Pro-Diem, Inc Servers, your violation of the TOS, or your violation of any rights of another.
5. NO COMMERCIAL REUSE OF THE PRO-DIEM, INC. WIDGET
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Pro-Diem, Inc. Widget. .
6. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Pro-Diem, Inc. may establish general practices and limits concerning use of the Pro-Diem, Inc Widgets and servers, including without limitation the maximum number of days that uploaded Content will be retained by Pro-Diem, Inc You agree that Pro-Diem, Inc. has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Pro-Diem, Widget or File upload process of Pro-Diem, Inc. website. You acknowledge that Pro-Diem, Inc. reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Pro-Diem, Inc. reserves the
7. MODIFICATIONS TO PRO-DIEM, INC’S WIDGET
Pro-Diem, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Pro-Diem, Inc Widgets (or any part thereof) with or without notice. You agree that Pro-Diem, Inc. shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Pro-Diem, Inc Widgets.
You agree that Pro-Diem, Inc. may, without prior notice, immediately terminate, limit your access to or suspend your account and access to the services of Pro-Diem, Inc and it s widgets and servers. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Pro-Diem, Inc widgets (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Pro-Diem, Inc.. Further, you agree that all terminations,
limitations of access and suspensions for cause shall be made in Pro-Diem, Inc’s sole discretion and that Pro-Diem, Inc shall not be liable to you or any third party for any termination of your account, or access to the Pro-Diem, Inc widget.
Termination of your Pro-Diem, Inc account includes any or all of the following: (a) removal of access to all or part of the offerings within the Pro-Diem, Inc widgets (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the services and widgets of Pro-Diem, Inc.
9. PRO-DIEM, INC. PROPRIETARY RIGHTS
You acknowledge and agree that the Pro-Diem, Inc. and any necessary software used in connection with the Pro-Diem Widget (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Pro-Diem, Inc. grants you a personal, non-transferable and non-exclusive right and license
to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Pro-Diem, Inc widgets. You agree not to access the Pro-Diem, Inc widgets by any means other than through the interface that is provided by Pro-Diem, Inc. for use in accessing the Pro-diem, Inc. Widget
10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE PRO-DIEM, INC. WIDGETS AND SOFTWARE ARE AT YOUR SOLE RISK. THE PRO-DIEM, INC WIDGETS AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRO-DIEM, INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. PRO-DIEM, INC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE PRO-DIEM, INC WIDGETS OR SOFTWARE WILL MEET YOUR
REQUIREMENTS; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRO-DIEM, INC WIDGETS OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PRO-DIEM, INC WIDGET OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRO-DIEM, INC WIDGET OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRO-DIEM, INC OR THROUGH OR FROM THE PRO-DIEM, INC WIDGETS OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
11. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRO-DIEM, INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PRO-DIEM, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PRO-DIEM, INC WIDGET (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) ANY OTHER MATTER RELATING TO THE PRO-DIEM, INC.
12. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.
PRO-DIEM, INC. may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail,
You agree that all of PRO-DIEM, INC’S trademarks, trade names, service marks and other logos and brand features, and product and service names are trademarks and the property of PRO-DIEM, INC.
14. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
PRO-DIEM, INC. respects the intellectual property of others, and we ask our users to do the same. PRO-DIEM, INC may, in appropriate circumstances and at its discretion.
15. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and PRO-DIEM, INC. and governs your use of the Pro-Diem, Inc. superseding any prior version of this TOS between you and Pro-Diem, Inc with respect to PRO-DIEM, INC WIDGET.
Choice of Law and Forum. You and Pro-diem, Inc. each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of Texas without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and Pro-Diem, Inc. shall be brought exclusively in the courts located in the county of Tarrant, in Texas, or the closest U.S. District Court to Tarrant County. You and Pro-Diem, Inc. agree to submit to the personal jurisdiction of the courts located within the county of Tarrant, Texas or the closest District of in
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Pro-Diem, Inc Widgets or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.