Terms of Use

Last Updated on March 20, 2023

Welcome to www.progradedigitial.com (the “Site”). This Site is owned and operated by ProGrade Digital, Inc. (collectively, “PGD”, “we”, “our” or “us”) to provide information about ProGrade Digital® brand products and services. The terms “you”, “your” and “yours” refer to anyone accessing, viewing, browsing, visiting, or using this Site.

The following are terms and conditions that constitute a legally binding contract between you and PGD which governs your use of this Site. By accessing, browsing, and/or using this Site, you represent and warrant that you are at least 18 years of age and have the requisite power and authority or any and all permissions necessary to enter into and be bound by this agreement and you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

IMPORTANT – PLEASE READ CAREFULLY – If you do not agree to these terms, do not use this Site.

WE MAY, IN OUR SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION AND SHOULD THEREFORE VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE THE USE OF THIS SITE.

OTHER TERMS AND CONDITIONS

Some products and services accessible through this Site are subject to other or additional terms and conditions (for example, the ProGrade Digital® Store and the ProGrade Digital® Forums). To the extent that any provision of those additional terms and conditions conflicts with these Terms, the additional terms and conditions shall prevail.

USE RESTRICTIONS

The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties. The copyright in all material provided on this Site is held by PGD, its parent, or by our licensors (the “Third Party Providers”). Except as stated herein or as expressly authorized on this Site, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our prior written permission or the copyright owner’s prior written permission. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded and printed materials. You also may not “mirror” any material contained on this Site on any other server. You acknowledge that nothing on this Site shall be construed as conferring any license to you from PGD or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise and agree that you have sole responsibility for obtaining such licenses by separate written agreement. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

SOFTWARE USE RESTRICTIONS

You acknowledge that any software and related documentation that may be available to download from the Site (the “Software”) is our copyrighted work or the work of our Licensors. You agree that the use of the Software is governed by the terms of the license agreement which accompanies or is included with the Software (the “License Agreement”). Except as set forth in the applicable License Agreement, any further copying, reproduction, or redistribution of the Software is expressly prohibited. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” AND “WHERE-IS” BASIS, AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED.

PRIVACY PRACTICES

Personal information provided to PGD through this Site will be handled in accordance with the Privacy Statement, available by clicking here. Your use of this Site is subject to your consent to the Privacy Statement. The terms of the Privacy Statement are incorporated into these Terms of Use by this reference.

SUBMISSION OF UNSOLICITED IDEAS

It is our standard corporate practice that confidential or proprietary information from you not be submitted through this Site or by email. If you transmit such information in contravention of our standard corporate practice, any material, information, or idea you transmit by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by PGD without compensation to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, unless otherwise agreed in writing by an authorized PGD representative.

ACCESS FROM OUTSIDE THE U.S.

This Site is controlled and operated by PGD from its offices within the United States. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. If you use this Site from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries. You acknowledge and agree that the content of the Site or other materials available through this Site (the “Materials”) may be subject to the U.S. Export Administration Laws and Regulations, as well as export laws of other countries, and that diversion of such Materials contrary to U.S. law or the law of other applicable countries is prohibited. You agree that none of the Materials, nor any direct product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the U.S. Government (or other relevant government) for such purposes. You agree to comply strictly with all export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

LINKS TO THIRD-PARTY SITES AND CO-BRANDED SITES

The Site may contain links to third-party websites or applications, however, please be aware that we are not responsible for and do not control these other sites. The Site may also contain links to co-branded websites that are maintained by third parties by agreement with us. PGD makes no representations whatsoever about any other website which you may access through the Site. When you access a third-party operated website, even one that may contain a PGD company logo, please understand that it is up to you to take precautions to ensure that for whatever website you access that you agree with that website’s terms of use and that the website is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PGD, its affiliates and their respective directors, officers, employees, and consultants (collectively, “THE PGD PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS. IN NO EVENT SHALL THE PGD PARTIES BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF THE PGD PARTIES HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST THE PGD PARTIES FOR LOST DATA, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE MATERIALS. YOU AGREE TO HOLD THE PGD PARTIES ENTIRELY HARMLESS FROM, AND YOU COVENANT NOT TO SUE THE PGD PARTIES, FOR ANY CLAIMS RELATED TO THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

DISCLAIMER

ALL INFORMATION IS PROVIDED BY PGD ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS ONLY. PGD PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.

COPYRIGHT POLICY

We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide this Site’s Copyright Agent with the following information via the below contact information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed, including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
a description of where the material that you claim is infringing is located on the Site, including the URL;
your address, telephone number, and email address;
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; and
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The Copyright Agent for Notice of claims of copyright infringement can be sent using the following contact information:

Email: Growney, William E. <BGrowney@goodwinlaw.com>

U.S. GOVERNMENT RESTRICTED RIGHTS

The materials on this Site are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgment of our proprietary rights in them.

CHOICE OF LAW

Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of California without regard to conflicts of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, for the resolution of any and all disputes arising out of or relating to your use of the Site. You further agree and covenant not to bring suit in any other jurisdiction.

Terms of Use

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