1. USERS AND MEMBERS.1.1 Users. Use of the public areas of ProvenFranchises.com is available to any individual without registration. In order to interact with ProvenFranchises.com, a user must register to become a Member of the Proven Franchises Community. As used in this Agreement, the term “User” shall refer to any User who has not registered to participate in the Proven Franchises Community.1.2 Members. Membership in ProvenFranchises.com is available to any individual at least 13 years of age residing anywhere in the world. As used in this Agreement, the term “Member” shall refer to any User who has registered to participate in the Proven Franchises Community. We have the right, in our sole discretion, to suspend or terminate your use of our Platform and refuse any and all current or future use of all or any portion of our Platform.1.3 Password and Security. You agree that ProvenFranchises.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 1.3.2.
2. YOUR INFORMATION2.1 Definitions.
(a) (i) “Your Information” is defined as any information post or other material you provide (directly or indirectly), including through the account sign up process or through your use of our Platform, in any public message board (including the personal introduction section of each topic group), blog postings, comments, messages sent within ProvenFranchises.com (“inmail”) or email. You are solely responsible for Your Information, and we act as a passive conduit for the online distribution and publication of your Public Information (as defined below).
(ii) Your name, company affiliation and location, as well as any of Your Information that, through the use of our Platform or otherwise, you submit or make available for inclusion on publicly accessible areas of our website is referred to as “Public Information;” any other portion of Your Information shall be referred to as “Private Information.”
(iii) “Publicly accessible” areas of our website are those areas that are available either to some or all of our Members (i.e., not restricted to your viewing only) or to the general public.
2.2 Accessibility of Public Information. You should understand that your Public Information may be accessible by and made public through syndication programs and by search engines, metasearch tools, crawlers, metacrawlers and other similar programs.
2.3 Restrictions. In consideration of your use of our Platform, you agree that Your Information:(a) shall not be fraudulent; (b) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation; (d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) shall not be obscene or contain, pornography, child pornography, or photographs of unclothed person(s); (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not link directly or indirectly to any materials to which you do not have a right to link to or include. In addition, you shall provide us with your valid, current email address, both at the time of your registration with us and from time to time as your email address changes. You shall be solely responsible for the disclosure of any information you enter into publicly accessible areas of the Platform, whether or not it was your intention to do so.
2.6 Consent to Disclosure. You acknowledge and agree that ProvenFranchises.com may disclose Your Information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce the Terms of Service Agreement, (c) respond to claims that Your Information violates the rights of third parties; or (d) protect the rights, property or personal safety of ProvenFranchises.com, its employees, users and the public.
3. USE OF PLATFORM3.1 Responsibility and Control. You, and not ProvenFranchises.com, are entirely responsible for all of Your Information that you upload, post, email, transmit or otherwise make available via our Platform. We do not control your Public Information or the Public Information of or posted by other Members and do not guarantee the accuracy, integrity or quality of Your Information or the Information of or posted by other Members. Nor do we endorse any opinions expressed by you or other users. You understand that by using our Platform, you may be exposed to information that is offensive, indecent or objectionable. We do not have any obligation to monitor, nor do we take responsibility for, Your Information, Public Information or information of or posted by other users. You agree that under no circumstances will ProvenFranchises.com, its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the Public Information of or posted by other Members, or for any loss or damage of any kind incurred as a result of the use of Your Information or any Public Information of or by any other Member posted, emailed, transmitted or otherwise made available in connection with our Platform, or for any failure to correct or remove any such information.
3.2 Grounds for Suspension and/or Termination. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate suspension and/or termination of your status as an active Member of the Proven Franchises Community:
(a) The use of our Platform to:
(i) harm or intimidate another person in any way, including restricting or inhibiting any other user from using our Platform;
(ii) impersonate any person (including ProvenFranchises.com staff or other Members), or falsely state or otherwise misrepresent your affiliation with any person or company, through the use of similar email addresses, nicknames, or creation of false account(s) or any other method or device;
(iii) disguise the origin of any Public Information that is transmitted to any third party;
(iv) “stalk” or otherwise harass another; or
(v) collect or store personal data about other users.
(b) Posting any Public Information or other material:
(i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another’s privacy (including the posting of private emails or contact information of another individual), hateful, or racially, ethically or otherwise objectionable, including any Public Information or other material that may be considered hate speech;
(ii) that is obscene, pornographic or adult in nature;
(iii) that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(iv) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
(v) that is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, “spam,” “junk mail,” and “chain letters”); or
(vi) that is otherwise inappropriate or posted in bad faith;
(c) Encouraging others to violate this Agreement;
(d) Refusing to follow ProvenFranchises.com staff instruction or direction; or
(e) Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation.While we prohibit the above conduct and content, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use the Platform at your own risk.For purposes of this Agreement, “posting” includes uploading, posting, emailing, transmitting or otherwise making available. Without limiting the foregoing, ProvenFranchises.com and its designees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.
3.3 Non-Interference with Platform. You agree that you will not:
(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
(d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of ProvenFranchises.com or any other third party, except with the prior written consent of ProvenFranchises.com or the appropriate third party.
3.4 General Practices Regarding Use of Platform. You acknowledge and agree that we may establish general practices and limits concerning the use of our Platform. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to suspend Members who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
4. MEMBER GATHERINGS.Through our Platform we provide tools that enable our Members to arrange physical meetings (a ” Gathering”) at venues that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops or retail stores). We do not supervise these Gatherings and are not involved in any way with the actions of any individuals at these Gatherings. As a result, we have no control over the identity or actions of the individuals who are present at these Gatherings, and we request that our Members exercise caution and good judgment when attending these Gatherings. Because we do not supervise or control any Gathering or any other interactions among or between Members and other persons or companies, and because we are not involved in any way with physical transportation to or from these Gatherings or with the actions of any individuals at these Gatherings, you agree that you bear all risk of attending any Gathering and you agree to release ProvenFranchises.com, its officers, directors, shareholders, agents, employees, affiliates, subsidiaries, third party partners, and their respective designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your transportation to or from, attendance at, or the actions of you or other persons at, an Gathering. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
5. COMMUNICATIONS FROM PROVENFRANCHISES.COM STAFF.You understand and agree that we may send you certain communications, such as ProvenFranchises.com service announcements and newsletters, as well as offers of goods and services relevant and beneficial to you or any affinity group of Members that you may join, and that these communications are considered part of our Platform.
7. LINKS.We may provide, or third parties may provide, links to other websites or resources. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that ProvenFranchises.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
8. DEALINGS WITH MARKETING PARTNERS AND THIRD PARTIES.Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that ProvenFranchises.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of our Platform.
9. INDEMNITY.You agree to indemnify and hold ProvenFranchises.com, its officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, or your participation in Gatherings (whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the actions of you or other Members or third parties at Gatherings).
10. WARRANTIES; LIABILITY10.1 Disclaimer of Warranties. Your use of our Platform is at your sole risk. Our Platform is provided to you “as is” and on an “as available” basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Platform. We disclaim any warranties for any information or advice obtained through our Platform. We disclaim any warranties for services or goods received through or advertised on our Platform or received through any links provided by our Platform, as well as for any information or advice received through any links provided through our Platform. In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.
10.2 Assumption of Risk. You understand and agree that you download or otherwise obtain material or data through the use of our Platform at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.
10.3 Limitation of Liability. You agree that in no event shall ProvenFranchises.com be liable for any direct, 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 ProvenFranchises.com has been advised of the possibility of such damages), arising out of or in connection with our Platform or this Agreement or the inability to use our Platform (however arising, including negligence), arising out of or in connection with any transaction with any third party or arising out of or in connection with your use of our Platform or transportation to or from Gatherings, attendance at Gatherings, participation in or exclusion from an affinity group of Members, and the actions of you or others at Gatherings.
10.4 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section 11 may not apply to you.
11. DISPUTE RESOLUTION.11.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law or the rights of a third party, or your participation in Gatherings (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, attendance at, or the actions of you or third parties at Gatherings). In the event that the dispute, claim or controversy is not resolved by these negotiations, the parties select the State and Federal Courts located in New York County, New York as the only forum in which any such dispute shall be litigated.
11.2 Negotiation. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
11.3 Dispute Resolution by ProvenFranchises.com for the Benefit of Members. We may try to help Members resolve disputes. We do so in our sole discretion, and we have no obligation to try to resolve disputes between Members. To the extent we attempt to resolve disputes, we will do so in good faith based solely on the general rules and standards of the Platform, and we will not make judgments regarding legal issues or claims.
12. MODIFICATIONS.We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of our Platform with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of our Platform.
13. TERMINATION; BREACH.You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, or terminate your status as a Member or as a participant in an affinity group of Members, or your ability to use all or any portion of our Platform, for any reason, including, without limitation, (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the documents or agreements it incorporates by reference, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability for you, our users or us. You agree that any termination of your account or access to all or any portion of the Platform under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Platform. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Platform.
14. TRADEMARKS; COPYRIGHTS; PROPRIETARY RIGHTS.14.1 ProvenFranchises.com’s Trademarks. ProvenFranchises.com, Proven Franchises and other trademarks, service marks, and other logos, products and service names as indicated by us, are trademarks of ProvenFranchises.com. (the “Trademarks”). Except as otherwise permitted by law, you agree not to display or use in any manner the Trademarks without the prior written consent of ProvenFranchises.com.
14.2 Copyrights and Trademarks of Others. ProvenFranchises.com respects the intellectual property of others, and we ask our Users to do the same. To the extent that you use a trademark that is the property of a third party, you shall provide clear notice that (a) you do not own the trademark and that the trademark is the property of a third party, (b) you have no affiliation, connection or association with that third party, and (c) that third party has not approved or sponsored your use of the trademark in any way. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to our Platform to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information: 1.an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2.a description of the copyrighted work or other intellectual property that you claim has been infringed; 3.a description of where the material that you claim is infringing is located on the site; 4.your address, telephone number, and email address; 5.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; 6.a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached by email or the mailing address listed on our website.
14.3 Proprietary Rights. You acknowledge and agree that our Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in sponsor advertisements or information presented to you through our Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by ProvenFranchises.com or advertisers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Platform, in whole or in part.
15. NO RESALEYou agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of ProvenFranchises.com’s Platform, use of the Platform, or access to the Platform for any sales of goods or services, or promotion of a company, good, or service.
16. ADDITIONAL TERMS16.1 Notices. Except as otherwise stated, any notice to us shall be given by either courier service or certified postal mail, return receipt requested, to our corporate address or email address. Notice shall be considered given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.
16.3 Entire Agreement. This Agreement constitutes the entire agreement between you and ProvenFranchises.com, superseding any prior agreements between you and ProvenFranchises.com. To the extent that you have previously registered with ProvenFranchises.com and provided Your Information, this Agreement now governs how ProvenFranchises.com may use Your Information, whether provided in the past or the future.
16.4 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and ProvenFranchises.com is intended or created by this Agreement.
16.5 Governing Law. This Agreement and the relationship between you and ProvenFranchises.com shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions, as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. You and ProvenFranchises.com agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Illinois.
16.6 Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by ProvenFranchises.com, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of ProvenFranchises.com’s assets, or similar transaction.
16.7 No Guaranty. We do not guarantee continuous, uninterrupted or secure access to our Platform, and operation of our website may be interfered with by numerous factors outside of our control.
16.8 No Waiver. ProvenFranchises.com’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
16.9 Severability. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and ProvenFranchises.com nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
16.10 Limitation. You and ProvenFranchises.com each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Platform or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
16.11 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.This Terms of Service Agreement is effective as of December 13, 2017 By indicating during registration that you have read and agreed to this Agreement, you are agreeing that you have read and understand this Agreement and agree to all of the terms of this Agreement.