PROS Terms and Conditions
1)Terms and Conditions
THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) CONSTITUTE A LEGAL
AND ENFORCEABLE CONTRACT BETWEEN PROS A DIVISION OF PROS,
AND YOU FOR USE OF PROS’S SUPPORT SERVICES (THE “SERVICES”) YOU
SELECTED OR INITIATED ON THE PROS WEBSITE OR PURCHASED THROUGH A
VENDOR. THE POLICY AND MATERIALS SPECIFICALLY REFERRED TO IN THE TERMS
ARE INCORPORATED INTO THE TERMS BY REFERENCE. BEFORE YOU CLICK ON THE “I
ACCEPT” OR “AGREE” BUTTON, OR OTHERWISE INDICATE ASSENT FOR CONTINUING
TO USE THE SERVICES, PLEASE READ THE TERMS BELOW CAREFULLY.
THESE TERMS STATE IMPORTANT REQUIREMENTS REGARDING YOUR USE OF PROS’S
WEBSITE AND PROS’S COMPUTER SUPPORT SERVICE AND YOUR RELATIONSHIP WITH
PROS. YOU SHOULD READ THEM CAREFULLY AS THEY CONTAIN IMPORTANT
INFORMATION AND INSTRUCTIONS SUCH AS HOW LONG IT LASTS, FEES FOR EARLY
TERMINATION, OUR RIGHTS TO CHANGE ITS CONDITIONS, LIMITATIONS OF LIABILITY,
PRIVACY, AND SETTLEMENT OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT. IF YOU
ACCEPT THIS AGREEMENT, IT WILL APPLY TO ALL YOUR SERVICE PLANS FROM US,
INCLUDING ALL YOUR EXISTING PLANS. YOUR ACCEPTANCE OF THESE TERMS &
CONDITIONS WILL BE IMPLIED BY THE USE OF THE PROS WEBSITE AND SERVICES.
IF YOU DO NOT AGREE TO THE TERMS, THEN PROS IS UNWILLING TO PROVIDE
THE SERVICES TO YOU. IN THIS CASE YOU SHOULD: (1) CLICK THE “CANCEL” OR
OTHER SIMILAR BUTTON, OR OTHERWISE INDICATE REFUSAL; AND (2) NOT USE THE
SERVICES AND SEEK A REFUND DURING THE 30 DAY REDEMPTION PERIOD AS INDICATED
IMPORTANT NOTICE: LIMITED REDEMPTION PERIOD AND REFUND RIGHTS: THE RIGHT TO A REFUND FOR “ PERINCIDENT PLAN ” WILL EXPIRE WITH IN
THIRTY (30) CALENDAR DAYS (“REDEMPTION PERIOD”) FROM THE DATE OF
PURCHASE OF THE SINGLE INCIDENT SERVICE PLAN. . IN THE EVENT YOU
CAN DEMONSTRATE THAT PROS HAS NOT PROVIDED THE SINGLE INCIDENT
SERVICE TO YOUR SATISFACTION, PROS WILL REFUND YOU THE MONEY YOU
PAID FOR THE SERVICES, (LESS SHIPPING, HANDLING AND ANY APPLICABLE
TAXES, EXCEPT IN CERTAIN STATES AND COUNTRIES WHERE SHIPPING, HANDLING
AND TAXES ARE REFUNDABLE) PROVIDED THAT YOUR REFUND REQUEST IS
RECEIVED BY PROS OR OUR CUSTOMER SERVICE DURING THE
REDEMPTION PERIOD, USING THE CONTACT DETAILS DESCRIBED IN SECTION 8
OF THE TERMS.
IF YOU HAVE PURCHASED SUBSCRIPTION SERVICES, YOU MAY CHOOSE TO
CANCEL SUCH SUBSCRIPTION SERVICES AND PROS WILL REFUND YOU
THE MONEY PAID FOR THE SUBSCRIPTION SERVICES, (LESS SHIPPING,
HANDLING AND ANY APPLICABLE TAXES, EXCEPT IN CERTAIN STATES AND COUNTRIES WHERE SHIPPING, HANDLING AND TAXES ARE REFUNDABLE)
PROVIDED YOU HAVE NOT AVAILED ANY SUPPORT SERVICE ON YOUR PC OR
OTHER DEVICES AND THAT YOUR REFUND REQUEST IS RECEIVED BY PROS
CUSTOMER SERVICE WITHIN FIVE (5) DAYS FROM THE DATE OF PURCHASE OF
SUCH SUBSCRIPTION SERVICE. NOTE: SOME STATES AND JURISDICTIONS
DO NOT ALLOW FOR THE LIMITATION OF REFUND RIGHTS AS DESCRIBED IN
THIS CLAUSE SO THIS CLAUSE MAY NOT APPLY TO YOU.
FURTHERMORE THIS CLAUSE DOES NOT AFFECT ANY OTHER APPLICABLE
REFUND RIGHTS. BY CLICKING ON THE “I ACCEPT” OR “I AGREE” BUTTON, OR BY
YOUR USE OF THE SERVICES, YOU ARE DEEMED TO HAVE ACCEPTED AND
CONSENTED TO BE BOUND BY THE TERMS.
PROS Terms and Conditions
incorporated by reference to these Terms and Conditions.
Software, Materials, Services and other related information are collectively referred to as “Content.”
“You” or “you”
“You” means you individually, any person, including any employer that you are acting on behalf of.
All references to Technetweb refer to Technetweb a Division of PROS
located at 350 10th ave 10th floor, san diego, ca 92101
“Technetweb Certified Technician/(s)”
” Technetweb Certified Technician means” technicians and specialists certified by Technetweb to perform
the Services under this Agreement.
“Per Incident Plans” or “Incident Plans” or “Single Incident Service” are non-tenured service provided
by PROS with the sole objective of fixing a single and specific technical problem faced by You”.
“Subscription Based Services” or “Subscription Services” are tenured Subscription plans offered by
PROS that are active for a specified period and will not include any incident based plans such as
“Per Incident Plan” or the like.
Services are Per-Incident-Services or Subscription-Based-Services provided by PROS to You.
PROS Websites includes www.Prosglobalinc.com and or any other PROS
owned, operated, licensed or controlled website or any other website owned, operated, licensed or
controlled by reseller of PROS services.
All references to “Services” refer to any PROS service delivered by PROS Certified
Technicians, under the plan that you enter into with PROS through use of the PROS Websites
or by calling the PROS phone number mentioned on the PROS Websites. These Terms of
Use govern all plans available through the PROS Website.
“Materials” means any web casts, download areas, white papers, press releases, datasheets, FAQs,
product information, quick reference guides, or other works of any kind that are made available to
download from the PROS Websites are the proprietary and copyrighted work of PROS and/or
its suppliers. The definition of “Materials” does not include the design or layout of the PROS
Websites or any other PROS owned, operated, licensed or controlled website.
“Software” means a computer program of any kind, whether owned by PROS or a third party,
whether delivered via download, CD, other media, or other delivery method, including client and/or
network security software. Elements of the Software are protected under copyright, trade secret, unfair
competition, and other laws. Software includes both PROS Software and third party Software.
Your use of Software is subject to the respective agreements such as a license agreement or user
agreement that accompanies or is included with the Software, ordering documents, exhibits, and other
PROS Terms and Conditions
terms and conditions that apply (“License Terms”).
1.1 Service Overview
(1) Introduction. Services may include Per-Incident-Services that are available on a single
incident basis, for a fee ; or Subscription-Based- Services, which are an entitlement to more than
one Service over a period of time . PROS shall provide the Services as set forth in the Terms
and Conditions. PROS’s service representative, as its discretion, will attempt to provide to You
the Services over the telephone, through a live chat session on Your personal computer, remotely
over the internet, or by email or in person. PROS continually strives to improve the usability and
performance of its products and services. In order to optimize the Services, and solely to the extent
permitted by applicable law, PROS may, at its discretion, modify the features or descriptions of
the Services from time to time; however this shall not adversely affect the quality of any specific
Services which PROS has already expressly agreed to provide to You.
(2) Support Software Tool and Remote Access. During the Services session, PROS may (i)
ask You to install certain support software on Your personal computer by downloading the
support software from the Site and/or (ii) ask for Your permission to use the remote assist
tool through the PROS service representative to enable Technetweb to remotely access and take
control of Your personal computer; and/or (iii) gather system data and modify computer settings in
order to diagnose or repair a problem; (iv) utilize certain third party support software on Your
personal computer, which will be removed upon the completion of the Services session. The
support software (including any third party support software) and remote assist tool are owned
by PROS or applicable third party licensors and suppliers and may be collectively referred to as
the “Support Software Tool” in the Terms and Conditions. The Support Software Tool will be used to
analyze, diagnose, resolve more difficult problems and/or provide system optimization functions.
By electing to receive support, You agree to allow Technetweb to use whatever Support
Software Tools are deemed necessary to repair Your personal computer, including remote
You understand that if remote access is used on Your computer there will be no residual software from
the remote session; You also understand that you have the ability to disconnect the remote access
anytime during the remote access session; You understand that at the end of the remote access
session there may be a text or an xml or a flash file placed on your computer that will explain the work
that was done on your computer and/or provide information for contacting PROS for further
assistance in future. If such a file is placed on your computer, you have the option to either save the
file or to delete it from your computer.
PROS may, but has no obligation to, monitor and record the Services, including telephone calls and
online sessions for purposes of improving customer service, internal training and internal market
research. You hereby grant permission to PROS to monitor and record the Services and to use or
disclose any information as necessary or appropriate to satisfy any law, regulation or other
governmental request; to provide the Services to You or other users; to protect ourselves and/or
other users; and to enhance the types of Services we may provide to You in the future. You also
grant PROS permission to combine Your information with that of others in a way that does not
identify You or any individual personally to improve the Services, for training, for marketing and
promotional purposes, and for other business purposes.
(3) Description of Services.
(i) PROS shall provide the following Services if applicable and subject to the Terms and
Conditions. PROS’s service representative diagnoses PC to determine if it is infected by
spyware or virus, and removes the spyware or virus found in Your personal computer: PROS’s
service representative will help customers install and set-up certain software products.
PROS’s service representative will help customers improve PC performance. PROS’s
service representative will help customers install, set up anti virus software applications, and
improve PC Performance. PROS’s service representative will analyze the results of the
PROS Terms and Conditions
diagnosis and suggest appropriate service offerings to solve any problems found .
Additionally the representative will tune up key operating system settings to endeavor to
improve PC performance. PROS’s service representative will help customers diagnose and
address PC, network and connected peripheral and device related issues Other services which
may be provided by PROS.
(ii) Some personal computers may not be able to receive the Services even if initial testing
showed that Your connection was qualified or Your personal computer environment was
suitable. To receive the Services, a high speed internet connection is required.
1.2 Commercially Reasonable Effort
(i) PROS will make every commercially reasonable effort to troubleshoot or fix Your personal
computer problem. If PROS is unable to resolve Your personal computer problem, You will NOT
be liable for charges for time spent by PROS’s service representative in an attempt to correct a
problem unless specified otherwise.
(ii) In the course of providing the Services, PROS may determine that the issue is beyond the
scope of the services. PROS may use commercially reasonable efforts to refer You to the
appropriate alternative resource; however, PROS will not transfer You directly to an
alternate resource. To the extent permitted by applicable law, PROS reserves the right to
refuse, suspend or terminate any of the Services in its sole discretion.
1.3 Service Availability.
(i) The Services may not always be available in Your time zone or geographic location. The Services
may not always be available due to system maintenance or Internet service disruptions. In
order to purchase Subscription Services, Your covered computer(s) must be virus free (as
determined by PROS) at the time that You purchase the Subscription Service. If PROS
determines that Your computer is infected by a virus, We may require that You purchase a Service to
clean Your computer prior to obtaining Subscription Services.
(ii) PROS reserves the right to terminate Your Subscription Service, upon notice, if PROS
determines, in its sole business judgment, that Your Subscription Service is being used (a)
fraudulently, (b) maliciously, (c) unreasonably, (d) by any person other than You, or (e) for any
computer system other than a registered system. In the event that Your Subscription Service is
terminated by PROS, PROS will refund to You a prorata portion of any fees that You have
prepaid for the Subscription Services. Subscription Services may be subject to additional
requirements, limitations, and restrictions depending on the subscription level You purchased. Please
refer to the Site for information about those restrictions.
2.1 Basic Responsibilities.
You agree that You are a legal license holder of the software on Your personal computer and Your
use of the Services and the internet is solely at Your own risk. By electing to receive the
Services, You confirm that You (a) have full access to Your hardware and software that are the basis
of the problem, and (b) have completed a back-up onto separate media of any software
or data on the hardware that may be impacted by the Services. All information that You
provide to PROS must be accurate, including Your name and address, and if applicable, any
credit or charge card numbers, expiration dates or any other payment information provided by
you to PROS. You further represent that You authorize PROS to bill the credit card that
You provide to PROS, for any charges to which you consent.
2.2 Liability Release.
To the extent permitted by applicable law, PROS will have no liability for loss of or recovery of
data, programs, or loss of use of systems(s) or networks arising out of the Services or any act or
PROS Terms and Conditions
omission, including negligence, by PROS and/or its representatives. If PROS works with You
on any password or other access control oriented problems, PROS strongly recommends that
You reset such passwords(s) immediately following the completion of the Services.
The Subscription-Based-Services are only transferable once during the subscription period from
one computer to another, provided it is owned by you. You may not use the Services in
connection with a service bureau or any other distributing or sharing arrangement, on behalf of
any third parties or with respect to any hardware or software not personally owned by You.
2.4 Data Backup
PROS does not provide data backup or restoration services. You are solely responsible for
maintaining and backing up all information, data, text or other materials (collectively “customer
data”) and software stored on your computer and storage media before ordering the
services. You acknowledge and agree that PROS or its referral partners have no
responsibility or liability under any circumstance at any time for any loss or corruption of
customer data, software or hardware that may arise out of the services.
PROS does not provide backup copies or support installation of unlicensed software to
customers. Please ensure that you have a licensed copy of all necessary software.
Service Plans; Refunds; Billing; Payment Renewals
The Per-Incident-Services shall be provided for on a one time basis. The term “one time” means
that the service will address a single issue or problem for a customer on Your personal computer and
include follow-up consultation upon request within seven (7) days on the same issue or problem.
The Services may not be successful because the problem may be beyond Our ability to resolve
remotely. If You have purchased a Single Incident Service from PROS, then the following
warranty applies: if We are not able to answer Your question or resolve Your technology problem
and You have complied with all of Your obligations in these Terms, We will not charge You a fee for
the One Time Service. If You experience a problem with the resolution We provided and You call Us
within seven (7) days from the day You originally received the Single Incident Service, We will use
commercially reasonable efforts to try to resolve Your problem at no additional charge. If those efforts
are unsuccessful, We will refund the fees that You paid for the Individual Service.
As set forth below, there are no other warranties for the Services.
3.2 Subscription Services.
For Subscription Services, the applicable fees will depend on the type of subscription that You
purchase, and the duration of the subscription. Unless you have purchased a special or trial
offer Subscription Service that specifically provides otherwise, a one time set up fee applies to
all Subscription Services.
3.3 Exclusion from Services
“Services” shall not include the following:
Any item or activity not covered by the terms of a Per-Incident-Service or Subscription-Based-
Service beyond the duration limitations identified in your Services plan;
PROS Terms and Conditions
Problem diagnosis and support that may not be completed because of a problem with your
computer or other equipment, or their configuration that is beyond our control;
Software, including the operating system and software added to the registered hardware
products which are out of scope for the Service Plan;
Problems that may and do result from:
a) External causes such as accident, abuse, misuse, or problems with electrical power;
b) Usage that is not in accordance with product instructions provided by manufacture;
c) Failure to follow the product instructions provided by manufacture or failure to perform
preventive maintenance; or
d) Problems caused by using accessories, parts, or components not compatible with the product.
e) Non Compliance with the PROS technician instructions for resolving the query.
f) Malfunction of hardware such as printer, power-supply, memory, processor, monitor or any
other such hardware components
Any refund will be limited to the amount paid by You.
3.5 Payment for the Services.
The applicable fees for the Services You order may be quoted on the telephone and/or may be
available on the Site. The fee for the Services will be charged directly on Your credit card and You
agree to pay the charges applicable to Your selected Services, as well as any applicable taxes.
For purchases of the Services made by You from PROS through the Site: (1) You agree that
PROS may charge to Your credit card or other valid payment mechanism requested by You and
approved by PROS all amounts due and owing for PROS for the Services; (2) Unless otherwise
agreed by PROS in writing, all payments for the Services must be made at the time of purchase
prior to receiving any services from PROS; (3) You agree that PROS may collect interest at
the lesser of 1.5 % per month or the highest amount permitted by law on any amounts not paid
when due; (4) You agree that PROS is under no obligation to pay to render Services if the payment for
services as required are not made.
Purchases of the Services made by You from a Reseller/Vendor will be subject to terms of sale of
3.6 Credit Card Billing
You may be asked to provide PROS with a credit card number from a card issuer that we accept in
order to activate your Service. You hereby authorize PROS to charge and/or place a hold on your
credit card with respect to any unpaid charges for Services or any related equipment. You authorize
the issuer of the credit card to pay any amounts described herein without requiring a signed receipt,
and you agree that these charges are to be accepted as authorization to the issuer of the credit card to
pay any amounts described herein without requiring a signed receipt, and you agree that these
charges are to be accepted as authorization to the issuer of the credit card to pay all such amounts.
You authorize PROS and/or any other company who bills products or services, or acts as billing
agent for PROS to continue to attempt to charge and/or place holds with respect to all sums
described herein, or any portion thereof, to your credit card until such amounts are paid in full. You
agree to provide PROS with updated credit card information upon PROS’S request and any
time the information you previously provided is no longer valid. You acknowledge and agree that
neither PROS nor any PROS affiliated company will have any liability whatsoever for any nonsufficient
funds or other charges incurred by you as a result of such attempts to charge, and/or place
holds on, your credit card. If you mistakenly provide a debit card number, instead of a credit card
number, you authorize all charges described herein to be applied to such debit card unless and until
you provide a credit card number. In the event you are enrolled, or later enroll, in an automatic
PROS Terms and Conditions
payment or electronic funds transfer plan, you agree that all sums described herein may be charged,
at PROS’S option, to the account number provided for such automatic payment or electronic funds
transfer plan. When payment is made by credit card or debit card, payment will also be subject to the
terms and conditions established by the credit or debit card issuer.
3.7 Renewal Policy
By authorizing PROS to charge Your credit card for Your Subscription Service, You further
authorize PROS to continue to charge Your credit card (or a replacement card, if the credit issuing
entity informs PROS that a replacement card has been issued) for all fees associated
with a Recurring Subscription Service, including renewals. You must contact PROS if You do not
wish to renew Your Recurring Subscription Service; if You do not contact PROS, the
Recurring Subscription Service that You selected will automatically renew for the same
subscription duration that You initially selected, at PROS’s then-applicable fees.
A subscription under the 1-year or 2-year or 3-year Annual Maintenance Plan does not
automatically renew and ends at the end of the applicable period
3.8 Fair Usage Policy & Termination
Though PROS has no limits on the amount of online support requests a Subscription based plan
user may make during the subscription period, however, each Subscriber’s use of the support services
for the subscription based plans are subject to PROS’S “fair use” policy. Under this policy, if at any
time, in PROS’S sole discretion, a subscription based plan user is found to be abusing the service
by exceeding the level of use reasonably expected from someone using a Subscription based Plan for
individual use, then PROS reserves the right to suspend or terminate Subscriber’s Subscription
Services. In addition, PROS reserves the right to suspend or terminate any Subscription Services
of any Subscriber that PROS, in its sole discretion, determines are being used (a) fraudulently, (b)
by any person other than Subscriber, or (c) for any computer system other than a Registered System.
User may terminate the Service at any time by giving written or electronic notice to PROS;
provided, however, that User will not be entitled to a refund of any fees prepaid by User for the
Privacy; Data Protection
Policy” link that appears on the Site shall apply. If you have not yet reviewed the PROS Privacy
Policy, then please do so prior to agreeing to these Terms and Conditions. You agree that beyond the
PROS over the telephone, electronically or otherwise, is not confidential or proprietary to you.
When You request the Services, the following information will be collected and sent from Your
personal computer to PROS via an Internet connection:
The information provided by You to PROS’s service representative over the phone or entered by
You into PROS’s online interface when requesting the Services; and
The type and version of operating system and Internet browser used by Your personal computer.
During Your Services session, if a Support Software Tool is installed, the following information
may be collected from your computer by the Support Software Tool and sent to PROS via secured
The number of files scanned, threats found, and threats fixed by the Support Software Tool;
The type of threats found;
The number and type of threats remaining that have not been fixed by the Support Software Tool;
Whether a firewall is active;
PROS Terms and Conditions
Whether antivirus software is installed, running, and up to date;
Browser information including security and temporary file settings;
System information related to the operating system, memory and disk space, proxy configuration and
directory listings for the Support Software Tool;
The security status (good/fair/poor) of the computer as determined by the Support Software
Installed programs and active processes information; and
Application log file information and registry data.
Also at PROS’s discretion, depending on type of the technical support issue, PROS may
choose to collect additional information. All of the collected information is necessary for the
purpose delivery of the Services including analyzing, diagnosing, resolving the problem You
have encountered, and optimizing the functionality of PROS’s products and services. The
information may be transferred to the PROS group in the United States or other countries that
may have less protective data protection laws than the region in which You are situated (including
the European Union), but PROS has taken steps so that the collected information, if transferred,
receives an adequate level of protection.
PROS may disclose the collected information if asked to do so by a law enforcement official as
required or permitted by law or in response to a subpoena or other legal process. In order to
promote awareness, detection and prevention of Internet security risks, PROS may share
certain information with research organizations and other security software vendors. PROS
may also use statistics derived from the information to track and publish reports on security risk
Unlawful and Non-Commercial Use Limitation
5.1. Personal and Non-Commercial Use Limitation
Unless otherwise specified, the Services, Materials and Software are solely for your personal and noncommercial
use in addressing matters covered by your Service Plan. You may not modify, copy,
distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from,
transfer, distribute or sell any information, software, products or services obtained from the Services,
Materials, or Software. Any Services, Materials, and Software are available only in connection with
Services under a valid Service Plan.
5.2 Unlawful or Prohibited Use
As a condition of your use of the PROS Websites or any Services, you will not use the Materials,
not use the Services, Materials, or Software in any manner that could damage, disable, overburden, or
impair any PROS server, or the network(s) connected to any PROS server, or interfere with
any other party’s use and enjoyment of any of the PROS Portal, the Materials, Software or
Services. You may not attempt to gain unauthorized access to any PROS Websites, the Materials,
Software or Services, other accounts, computer systems or networks connected to any PROS
server or to any of the PROS Websites, the Materials, Software or Services, through hacking,
password mining or any other means. You may not obtain or attempt to obtain any PROS
Websites, the Materials, Software or Services or information through any means other than that
specifically permitted to you under a Plan Order.
5.3 General Usage Restrictions
Any other use of the PROS Websites Services, Materials or Software, other than as explicitly
PROS Terms and Conditions
permitted by PROS is prohibited. Rights to execute, copy, modify, display, transmit, distribute,
manufacture, use, sale are all reserved to PROS and its suppliers. Reverse engineering and decompilation
of the Software is strictly prohibited.
Other Important Information
6.1 Disclaimer of Warranty
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROS EXPRESSLY DISCLAIMS
ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARLY
PURPOSE OR NONINFRINGEMENT . TO THE EXTENT PERMITTED BY APPLICABLE LAW,
PROS MAKES NO WARRANTIES THAT:
(I) THE SERVICES AND/OR SITE WILL MEET YOUR REQUIREMENTS;
(II) THE SERVICES AND/OR SITE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE
(III) THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE SERVICES AND/OR SITE WILL BE ACCURATE OR RELIABLE;
(IV) THE QUALITY OF ANY SERVICES, PRODUCTS, SERVICES OR INFORMATION PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICES AND/OR SITE WILL MEET YOUR
AND (V) ANY ERRORS IN THE SERVICES AND/OR SITE WILL BE
CORRECTED. ANY SUPPORT SOFTWARE TOOL, MATERIALS AND/OR DATA DOWNLOADED
OR OTHERSWISE OBTAINED BY YOU THROUGH THE USE OF THE SERVICES IS AT YOUR
OWN DISCRETION AND RISK. THE SUPPORT SOFTWARE TOOL IS PROVIDED “AS
IS,” EXCLUSIVE OF ANY WARRANTY AND PROVIDED IN ACCORDANCE WITH THE
SUPPORT SOFTWARE TOOL USAGE AGREEMENT. PROS DOES NOT WARRANT THIRD
6.2 Limitation of Liability.
SOME STATES AND JURISDICTIONS INCLUDING MEMBER COUNTRIES OF THE
EUROPEAN ECONOMIC AREA, DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE BELOW
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS
OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE,
IN NO EVENT WILL PROS BE LIABLE TO YOU FOR ANY SPECIAL , CONSEQUENTIAL ,
INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR
LOST DATA ARISING OUT OF THE PROVISION OF SERVICES EVEN IF PROS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL
PROS’S LIABILITY EXCEED THE GREATER OF THE PRICE YOU PAID FOR THE
SERVICES OR FIFTY DOLLARS (U.S. $50.00) OR EQUIVALENT AMOUNT IN THE APPLICABLE
6.3 Limitation of Actions
Any cause of action by you must be commenced within three months after the cause of action arise or
it shall be forever waived and barred.
You agree to indemnify, defend, and hold PROS, its subsidiaries, affiliates, officers, directors,
employees, agents, licensors, consultants, suppliers, and any third-party Web site providers harmless
from and against all claims, demands, actions, liabilities, losses, expenses, damages, and costs,
including actual attorneys’ fees, resulting from your violation of the material terms of these Terms of
Use, any misuse or abuse of a Service, any use of the Service that amounts to infringement, or
infringement by any other user of your account of any intellectual property or other right of PROS
or any other third party. You will cooperate as fully as reasonably required in PROS’S defense of
any claim. PROS reserves the right, at its own expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you and you shall not in any event settle
PROS Terms and Conditions
any matter without the written consent of PROS. You agree immediately to notify PROS of any
unauthorized use of your account or any other breach of security known to you.
6.5 Proprietary Rights.
PROS or its licensors or suppliers retains ownership of all proprietary rights in the Services, the
PROS Websites, the Support Software Tool, and in all trade names, trademarks
and service marks associated or displayed with the Services. You will not remove, deface or
obscure any of PROS’s copyright or trademark notices and/or legends or other proprietary
notices on, incorporated therein, or associated with the Services. You may not reverse
engineer, reverse compile or otherwise reduce to human readable form any Support Software Tool
with the Services.
6.6 Force Majeure.
PROS shall not be responsible for any failure to perform due to unforeseen circumstances
or to causes beyond PROS’s reasonable control, including but not limited to acts of God, war,
riot, embargoes, acts o f civil or military authorities, fire, floods, accidents, strikes, lockouts,
or shortages of transportation, facilities, a large scale outbreak of a new computer virus, fuel,
energy, labor or materials. You hereby release PROS from any and all liability, and agree that
PROS shall not be liable to you or any third party for any direct or indirect damages whatsoever,
resulting from such delays.
PROS or its suppliers may, at any time, without notice or liability, restrict the use of the Service or
limit its time of availability in order to perform maintenance activities and to maintain session control.
6.7 Export Regulation.
You acknowledge that the Services, Support Software Tool and related technical data and services
(collectively “Controlled Technology”) may be subject to the import and export laws of the United
States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any
country where Controlled Technology is imported or re-exported. You agree to comply with all
relevant laws and will not export any Controlled Technology in contravention to U.S. law nor to
any prohibited country, entity, or person for which an export license or other governmental
approval is required. All PROS product is prohibited for export or re-export to Cuba, North
Korea, Iran, Syria and Sudan and to any country subject to relevant trade sanctions. You hereby
agree that You will not export or sell any Controlled Technology for use in connection with
chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of
delivering such weapons.
6.8 SEVERABILITY; WAIVER
If any provision of the Terms of Service be held invalid or unenforceable, that portion shall be enforced
to the maximum extent possible, and all other provisions contained in the Terms of Service shall
remain in full force and effect. PROS’s failure to enforce any provision of the Terms of Service
shall not be deemed a waiver of such provision nor of the right to enforce such provision.
PROS reserves the right to amend the Terms and Condition, and the PROS Portal at any time
by (a) posting a revised version of the Terms and Conditions on the PROS Portal
(http://www.Prosglobalinc.com/terms.pdf), or by (b) sending information regarding any amendment to the
Terms of Service to the email address you provide to PROS in connection with registration. You
are responsible for regularly reviewing the PROS website to be notified of any amendments to the
Terms and Conditions.
PROS Terms and Conditions
Third Party Products and Services
7.1 Third Party Products
As part of the Services, PROS may suggest that you acquire, install and use certain third party
software or services (“Third Party Software”). Third Party Software is licensed to you by the respective
owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth
by such owners or licensees before installing Third Party Software, whether PROS assists you in
the acquisition, installation, and/or use of Third Party Software. PROS has no responsibility or
rights to the Third Party Software and does not license Third Party Software to you or make any
representation or warranty regarding the Third Party Software.
To the extent that we provide technical assistance and support for Third Party Software or equipment,
you must ensure that you comply with the terms and conditions under which you licensed such Third
Party Software or purchased such equipment. We make no representation or warranty that we are an
authorized service provider for Third Party Software or for any equipment; it is your sole responsibility
to determine if you require additional rights for us to provide such support and if so, to acquire such
rights. You acknowledge that support of Third Party Software or equipment by an unauthorized service
provider may void any warranty made by the supplier of such Third Party Software or equipment.
7.2 Third Party Services
As part of the Services, PROS may suggest certain third party services to you. If you choose to
subscribe to or otherwise use any third party services, your use of any such services is subject to the
terms of service of such third party service provider. You agree to comply with such provider’s terms of
service and that the third party provider is solely responsible for delivery of its service(s) to you and
your use of them. Third party services include, but are not limited to technical support, portal, training,
music, gaming and storage services that PROS may elect to make available from time to time.
Violation of such third party provider’s terms of service may, in PROS’S sole discretion, result in
the termination of your customer account and use of service.
The Terms will be governed by the laws of the State of California, County of San Diego, United States of
America. Notwithstanding the foregoing, nothing in the Terms will derogate from any rights You
may have under existing consumer protection legislation or other applicable laws in Your
jurisdiction. The Terms are the entire agreement between You and PROS relating to the
Services and : (i) supersede all prior or contemporaneous oral or written communications,
proposals, and representations with respect to its subject matter; and (ii) prevail over any
conflicting or additional terms of any quote, order, acknowledgment, or similar communications
between the parties. The Terms shall terminate immediately upon Your breach of any term
contained herein and You shall cease use of the Services. The disclaimers of warranties and
damages and limitations on liability set forth in the Terms shall survive termination. Should You have
any questions concerning the Terms, or if You desire to contact PROS for any reason, please
write to: (i) PROS Customer Service, 350 10th Ave 10th floor, San Diego, CA, 92101.