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Terms and Conditions Prevalent On-line Store, Terms and Conditions of Use PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.
Prevalent Networks LLC, of 30 Technology Drive, Warren
(“Prevalent”), welcomes you. By using the Prevalent Policy Store you agree to be legally bound by these Terms
and Conditions of Use (the "Terms and Conditions"), including those
terms and conditions incorporated by reference in or with the products and any
supplemental terms that may appear along with the online product description. You agree to comply with all
applicable laws and regulations, including United States export and re-export
control laws and regulations. In these Terms of Use, the words "you"
and "your" refer to each Client or Site visitor, "we",
us" and "our" refer to Prevalent.com, Inc. and
"Services" refers to all services provided by us. Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use the product. Prevalent may revise these Terms and Conditions at any time without notice by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they remain binding on you. In these Terms and Conditions, all services provided by and related to Prevalent, and all text, images, photographs, user interface, "look" and "feel,” data and other content included at www.prevalentpolicystore.com and www.prevalent.net from time to time (including, without limitation, the selection, coordination and arrangement of such content) are sometimes referred to as the "Web Site" and/or "Service or “Product.”
BACKGROUND
Prevalentpolicystore.com
provides an online policy portal to give visitors a general understanding of
automated data access policy and to provide an automated software solution to
individuals who choose to prepare their own policy documents. To that extent,
the Site includes general information on commonly encountered policy issues.
Prevalent's Services also include a review of your answers for completeness,
spelling and grammar, and for internal consistency of names, addresses and the
like. At no time do we review your answers for policy sufficiency, draw policy
conclusions, provide policy advice or apply the law to the facts of your
particular situation. Prevalent and its Services are not substitutes for the
advice of an attorney. 1. Prevalent Policy Generally Prevalent Policy offerings are comprised of certain Products such as policy templates, customized Policies available under the Policy Lab offering or Books and Media. These and any additions, refinements and successor products will be referred to as “Products.” A.) Policy Products. Standard policy templates generally made available by Prevalent through the Prevalent Policy Store. B.) Books & Media. Standard Books and Media on various policy related topics as more fully described on the Prevalent Policy Store. C.) Policy Lab Customized Product Description. The Prevalent Policy Lab Customized Policy Service is an online offering where individuals or entities that have signed up with Prevalent as clients (each, a "Client") can submit a specific Policy project description, including illustrative samples or other media; this may include responding to certain Prevalent questions intended to uncover Client’s policy requirements (collectively referred to as, a "Creative Brief "), revise those Creative Briefs (each, a "Revision Brief ") and obtain responses (each, a "Response") to those Creative or Revision Briefs from design personnel retained by Prevalent ("Members"). Prevalent will provide you, as the Client, with a recommended Policy for your review and consideration based solely upon the information that you provided. The Policy needs of a Client are based upon a number of factors, only some of which are disclosed during this process; in addition changes in the industry, regulation and your business will drive ongoing changes in the appropriateness of any policy you may choose to endorse. You are urged to review your specific industry policy requirements with legal counsel, your tax advisor and business planning consultant to help ensure appropriate policy decisions. The custom policy recommendations provided by way of this Prevalent Policy Lab are intended strictly for informational purposes to help provide Clients with a more representative starting place in the construction of meaningful Client Policy creation. § Creative Brief and Responses. You are solely responsible for preparing and submitting detailed descriptions of each of your Creative Briefs to the Web Site, including providing any samples illustrating your needs as part of your Creative Brief. Prevalent is under no obligation to review a Creative or Revision Brief for any purpose, including accuracy, completeness of information, quality or clarity. Prevalent may decide, in its sole discretion, to deny a Creative or Revision Brief. § Reviewing Responses. When Prevalent provides you with a Response, you are responsible for promptly reviewing the Response. If you fail to promptly inform Prevalent in writing that the Response is not reasonably responsive to the related Creative Brief or Response, you will be deemed to have accepted the Response. If you notify Prevalent that you think a Response is not reasonably responsive to your stated need within 5 business days of the delivery of the Custom Policy Template, provide Prevalent with a reasonably detailed explanation of the basis for your claim whereupon Prevalent will in its sole judgment either remedy the product, or refund your purchase price. In the event of a refund, you acknowledge that you will have no further right to copy, modify or use the Prevalent Custom Policy provided and/or any related information and will upon request acknowledge in writing by an officer of your company such non-use. In the event of enforcement action you consent to injunctive relief, without posting of bond as a precondition of such relief; and you will also be responsible for Prevalent’s costs and expenses of any such enforcement action. § Policy Lab Project Duration. You agree to provide timely responses to any status notifications that Prevalent sends to you. You shall have 30 days to respond to any Response sent to you. If after 30 days you have failed to respond, Prevalent will assume that your project/order is complete and the project shall be deemed completed. At such time, Prevalent will have no further obligation to you, and you will pay Prevalent pursuant to the provisions of these Terms and Conditions. § 2.) Registration, Password, User Identity A.) Your User Identity. When you register as a Client, you will create a user identity (your "User Identity"), which will be your identity for purposes of interacting with other users through the Web Site. Your User Identity will include certain personal information, such as, the industry in which you operate. However, your user name need not be your real name. During the registration process, the fields requesting information that will be made available to others as part of your User Identity are identified. You are responsible for ensuring that you are comfortable making such information available to other Web Site users. B.) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification andpassword for the Web Site. You shall immediately notify Prevalent if you learn of or suspect: (i) any loss or theft of your User Identity, registration identification or password, or (ii) any unauthorized use of your registration identification or password or of the Web Site. In the event of such loss, theft, or unauthorized use, Prevalent may impose on you, at Prevalent' sole discretion, additional security obligations. C.) Security Breaches and Revision. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform Prevalent. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access. 3.) “Use” means copying any portion of the Product or media into a computer system for processing, or use in the course of the Client’s internal operations. For the purposes of this Agreement, the Use is considered a personal non-transferable right. However the term “personal” envisions the client’s internal productive use and prohibits the Client from the sale, lease, rental, or otherwise making the Products available to third parties for their use. 4.) ACCEPTANCE Final Product acceptance shall take place upon the earlier of two occurrences: (i) delivery of Product to the Client in an appropriate medium for loading onto their computer system; or (ii) where PREVALENT Software policies dictate, downloading the appropriate Products. 5.) Eligibility Requirements. To register as a Client, you must be a commercial enterprise (corporation, LLC or partnership) and represented by an authorized officer or partner who is at least 18 years of age and agree to these Terms and Conditions and Prevalent' privacy policy (located at: http://www.prevalent.net/index.php?option=com_content&task=view&id=128&Itemid=82. By placing an order, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the registration process is complete and accurate and, if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Prevalent may accept or reject your registration in its sole discretion; and orders are not binding upon Prevalent until they have been accepted. 6.) Client Accounts. When you register with the Prevalent Policy Store, you must pay for the Products via Credit Card, or other payment method expressly authorized by Prevalent. You will be charged for the Products you have selected. Prevalent will email you a receipt for the transactions in which you are involved. Our fee policy for Clients may change and we may decide to impose additional fees on Clients at any time; however, such additional fees will not apply to Orders submitted before Prevalent implements any such change in fees. 7.) Refunds. If you are not satisfied with the initial Responses provided by Prevalent, and have paid the full fee up-front, you may within the first 5 business days from the date of delivery request a refund by completing the Refund Request form, which will be provided to you upon request. Upon timely receipt of the completed form, Prevalent will refund the total payment made by you, less a one-hundred fifty dollar ($150.00) service and processing fee. Refunds are only available to the actual Client for whom the Product was sold. No refund is available for firms or for those who order on behalf of another entity. Furthermore, you shall forfeit the right to the refund outlined above if you request additional revisions to any of the initial custom policies provided. You shall also forfeit the right to a refund if you do not respond in a timely manner to a status notification from Prevalent, as described in the Policy Lab, Section 1 above. Should you receive a refund, you agree that your acceptance of the refund shall constitute your sole and exclusive remedy with respect to related Responses. Additionally, you acknowledge that you will have no right (express or implied) to use any Product or Response or other work product, content, or media, nor will you have any ownership interest in or to the same. In the event of enforcement action, you consent to injunctive relief, without posting of bond as a precondition of such relief; and will be responsible for Prevalent’s costs and expenses of any such enforcement action. 8.) Authorization to Use; Permitted Uses. You may use the Products solely in accordance with these Terms
and Conditions and any posted policies and procedures that appear on the
Prevalent Policy Store. Any use of the Products provided is at your sole risk and responsibility.
Subject to these Terms and Conditions, you may (i) display the Product on an
Internet access device; and (ii) on an occasional, infrequent and ad hoc basis,
and only in circumstances that constitute "fair use" under United
States copyright law, print copies of insubstantial portions of the Policy. Prevalent grants you a
limited, personal, non-exclusive, non-transferable license to use our Product
for your own personal, internal business use. Except as otherwise provided, you
acknowledge and agree that you have no right to exploit any of the Products in
any manner, except for modifications in filling out the Products, policies or
Policy templates for your authorized use. You shall not remove any copyright
notice from any Form. 9.) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Policy and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Policy. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Product, and with such further limitations or rules as may be set forth in the Policy description and/or on the Policy Store. 10.) Web Site Security. You are prohibited from violating or attempting to violate the security of the Prevalent Web Site or Policy Store, including, without limitation: (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; and (iii) attempting to interfere with service to any user, host or network. 11.) Operation of Web Site. Prevalent shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Policy. Prevalent reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Prevalent may at any time discontinue the Policy Policy Store in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Prevalent shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph. 12.) NO WARRANTY. THE SITE, ALL PRODUCTS AND ALL RELATED MATERIALS, DOCUMENTS OR
FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY
LAW, PREVALENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.) LIMITATION OF LIABILITY. IN NO EVENT SHALL PREVALENT, OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE, EVEN IF PREVALENT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. 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.
14.) INDEMNIFICATION PREVALENT will hold Client harmless from, and at its own expense, will defend any action brought against Client based on a claim that any System component supplied under this Agreement infringes a United States Patent, Trademark or Copyright when used within the scope of this Agreement; this indemnification is conditioned upon: (i) the Client notifies PREVALENT promptly in writing of such claim; (ii) PREVALENT has sole control of the defense of the action and all negotiations for its settlement or compromise; and (iii) Client cooperates with PREVALENT in the defense of the action and all negotiations for its settlement or compromise, and Client cooperates with PREVALENT in the defense of the action. In the event that any component of the above referenced System becomes, or in PREVALENT’s opinion is likely to become, the subject of a claim of infringement of a United States Patent, Trademark, or Copyright, PREVALENT, at its option may: (i) secure for Client the right to continue using the affected System; (ii) modify or replace the System so that it becomes non-infringing, provided that the performance is not materially adversely affected; or (iii), if in Prevalent’s sole discretion they determine that (i) and (ii) are not reasonably practicable, accept return of the System and, refund to Client the depreciated value of the System based upon a five year straight-line depreciation schedule.PREVALENT shall not have any liability under this Agreement if the infringement or claim is based upon: (i) interconnection and/or use of the System with equipment not supplied by PREVALENT (ii) use of the System in a manner for which the System was not designed (iii) modification of the System by a party other than PREVALENT or (iv) modification by PREVALENT in compliance with any designs, specifications or instructions furnished to PREVALENT by Client. THE FOREGOING STATES CLIENT’S EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT TO AN INFRINGEMENT OF ANY UNITED STATES PATENT TRADEMARK OR COPYRIGHT BY ANY SYSTEM, IN PART OR IN WHOLE, SUPPLIED TO CLIENT UNDER THIS AGREEMENT.
15.) Indemnification. You agree to defend, indemnify and hold harmless Prevalent, our officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Site and the Products.
16.) LIMITATION OF REMEDIES PREVALENT liability under this Agreement
from any and all causes, including negligence but exclusive of claims for
damages arising from bodily injury or loss of tangible property shall be
limited to general money damages in an amount not to exceed the total amount of
payment due under its Agreement. Such
amount shall be the extent of PREVALENT’s liability regardless of the form in
which any legal or equitable action may be brought and the foregoing shall
constitute damaged party’s sole remedy.
In no event will PREVALENT’s be responsible for special, indirect,
incidental or consequential damages including but not limited to, loss of data
or damage to business reputation, (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE,
PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), even if previously
advised of the possibility of such damages. IF YOUR USE OF MATERIALS FROM THIS
SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR
DATA, YOU ASSUME ANY COSTS THEREOF. 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. 17.) TERMINATION: A. EVENTS CONSTITUTING TERMINATION The License granted herein shall terminate at such time Client fails to cure any breach of this Agreement within (30) days of written notice from PREVALENT specifying such breach. B. OBLIGATIONS UPON TERMINATION Upon termination of this Agreement or the License granted herein, Client shall discontinue use of the Licensed Software within (10) ten days and certify in writing to PREVALENT that all copies of the Licensed Software, in whole or in part, in any form, have been destroyed or returned to PREVALENT. 19. Unsolicited Submissions. Except as otherwise expressly provided in connection with your use of Prevalent Services, Prevalent does not want you to submit confidential or proprietary information to us through this Site. All comments, feedback, information or material submitted to Prevalent through or in association with this Site shall be considered non-confidential and Prevalent's property. By providing any such submissions to Prevalent you hereby assign to Prevalent, at no charge, all worldwide right, license and interest in and to the submissions and any intellectual property rights associated therewith. THIRD PARTY RIGHTS Where PREVALENT’s rights to any of the products or services licensed or sold hereunder arise under an agreement with a third party supplier such supplier shall have the benefit of PREVALENT’s rights, as set forth in this Agreement, and may enforce such rights directly. 20.WAIVER & SEVERABILITY Failure on the part of either party to give notice of default, or delay in exercising any right or remedy hereunder, shall not operate as a waiver of any such right or remedy except as otherwise expressly stated in this Agreement. In the event that any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall be enforced to the maximum extent permitted by applicable law 21.) ASSIGNMENT This Agreement is non-transferable and un-assignable by Client without the prior written consent of PREVALENT, said consent shall not be unreasonably withheld. 19. Copyrights. All Site design, text, graphics, the selection and arrangement thereof, Copyright © 2011, Prevalentpolicyportal.com, Prevalent Networks, LLC. ALL RIGHTS RESERVED. 22.) Trademarks. Prevalent Networks, Prevalentpolicystore.com, prevalent.net, all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Prevalent. All other trademarks, product names and company names or logos cited herein are the property of their respective owners. 23.) ENTIRE AGREEMENT This contract is governed by the laws of the State of New Jersey, excluding choice of law rules. This Agreement as it may be supplemented and amended by a mutually agreed signed Statement Of Work sets forth the entire understanding of the parties with respect to the subject matter hereof and is binding upon both parties in accordance with its terms. There are no understandings, representations, agreements with respect to this matter, and this Agreement may only be amended by mutual written consent of the parties. 24.) Acknowledgement. BY USING PREVALENT'S SERVICES OR ACCESSING THE PREVALENT SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM. |
Your Policies, On-Demand
