Your Compliance with this Agreement
You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your ability to visit, use and/or submit information to the Site.
The Site is Not Intended for Minors
Your Access and Use of the Site
Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that PROHUB, in its sole discretion, may elect to take. PROHUB reserves the right to suspend or discontinue the availability of the Site and/or any portion or feature of the Site at any time in its sole discretion and without prior notice.
Your Access and Use of Services & Products on the Site
You Must Maintain the Security of Any Password Issued to You. If the Site requires you to create a Password to use certain portions of the Site, then it is your sole responsibility to maintain the security of that Password. You agree that PROHUB shall not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of your Password by a third party. You shall not allow any person under the age of 18 to use any Service via your registration or Password.
You Must Notify PROHUB of a Breach. You agree to immediately notify PROHUB, Inc. & PROHUB of any unauthorized use of your Password, any unauthorized use of any account that you may have with PROHUB, any violation of this Agreement, or any other breach of security known to you in connection with any product or service available on the Site by sending an email to: firstname.lastname@example.org.
You Are Responsible for Your Decisions. PROHUB and its affiliates, through the Site, provide a venue through which you can obtain information and you can find third-party service providers (“Service Providers”). It is your responsibility to investigate Service Providers. You acknowledge and agree that Service Providers are solely responsible for any services that they may provide to you and that PROHUB shall not be liable for any losses, costs, damages or claims in connection with, arising from or related to your use of a Service Provider's products or services. You acknowledge and agree that you rely on your own judgment and that of such advisors in selecting any products or services offered by Service Providers.
Fees and Payments
The Site may act as a venue, through its blogs, messaging, chat rooms, bulletin boards and other forums (collectively, the "Forums"), allowing the users of the Site to contribute information and make statements ("User Generated Content"). PROHUB is not involved in the actual transmission of User Generated Content provided for in the Forums. As a result, PROHUB does not approve or endorse any User Generated Content in the Forums, and you hereby acknowledge and agree that PROHUB has no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content provided by you or any other person or entity in the Forums. You may find User Generated Content posted in the Forums by other users to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content published in the Forums. Without limiting the generality of the foregoing, and although PROHUB does not regularly review User Generated Content provided for in the Forums, PROHUB reserves the right, but not the obligation, to remove or edit any User Generated Content in the Forums. Immediately report problems with the Forums to PROHUB at email@example.com.
Transmissions, Submissions and Postings to the Site
If you transmit, submit or post information to the Site that is not Federally trademarked and/or copyrighted, you automatically grant PROHUB and its affiliates and assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). Provided that you have obtained prior written permission from PROHUB to transmit, submit or post information to the Site that is Federally trademarked and/or copyrighted, you automatically grant PROHUB and its assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content.
You shall not transmit, submit or post the following to the Site:
• Information that infringes PROHUB’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
• Information that violates any law, statute, ordinance or regulation;
• Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to PROHUB or third parties or that infringes on PROHUB’s or any third party’s rights of publicity or privacy;
• Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
• Information that is false, inaccurate or misleading;
• Commercial advertisements or solicitations without written permission from PROHUB; or
• Federally Trademarked and/or Copyrighted information without written permission from PROHUB.
You are solely responsible for all your transmissions, submissions or postings (i.e., your own User Generated Content) and the consequences of transmitting, submitting or posting them.
PROHUB's Intellectual Property Rights
PROHUB’s names, graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of PROHUB in the United States and/or other countries (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without the prior express written permission of PROHUB, which permission may be withheld in PROHUB's sole discretion. PROHUB makes no proprietary claim to any third-party names, trademarks or service marks appearing on the Site. Any third-party names, trademarks, and service marks are property of their respective owners. The information, advice, data, software and content viewable on, contained in, or downloadable from the Site (collectively, the "Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, icons and renditions, are copyrighted by, or otherwise licensed to, PROHUB or its Content suppliers. PROHUB also owns a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on the Site (the “Software”) is the property of PROHUB or its software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work or the Software.
You shall be solely responsible for any damage resulting from your infringement of PROHUB's or any third party's intellectual property rights regarding the Trademarks, the Content, the Collective Work, the Software and/or any other harm incurred by PROHUB or its affiliates as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
Your Use of the Content
I hereby give PROHUB permission to release any and all of my records or purpose of reporting compliance and security status to all organizations reporting through PROHUB, (hereinafter referred to as “Client”). I may cancel my account with PROHUB and the Client at any time by submitting the request in writing. PROHUB will return any documents obtained by PROHUB if requested within 30 days from cancelling your account.
PROHUB grants you a limited license to access, print, download or otherwise make personal use of the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content and the Collective Work. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without the express prior written permission of PROHUB, which permission may be withheld in PROHUB's sole discretion. You may not use any meta tags or any other “hidden text” utilizing PROHUB’s name or trademarks without the express written permission of PROHUB, which permission may be withheld in PROHUB's sole discretion.
I agree and grant permission for PROHUB to conduct a criminal background screening on me and to provide the results to the Client. I agree and grant permission for monthly, annual and/or random criminal and/or documentation background screening to be performed at any time by PROHUB on behalf of the Client. I also agree I will not allow any employees, sub-contractors or laborers to perform any work at the premises and/or inside the properties that have a record of a criminal conviction or anyone that may pose as a threat or risk of injury. A criminal conviction that involves a violation of moral-turpitude includes, but is not limited to, murder, kidnapping, rape or any crimes of sexual nature as well as indecent exposure and or burglary. I also agree to comply with the laws regarding Immigration and Customs Enforcement regulations. I agree that all employees, sub-contractors, agents and or laborers associated with my organization will conduct themselves professionally at all times. I agree to hold harmless PROHUB, PROHUB and the Client from any and all damages and liability arising out of this agreement or work performed by me for the client.
I agree to provide PROHUB all documents requested and will submit all documents requested by the Client. These include, but are not limited to, proof of business establishment, a copy of a Driver’s License for all principals, copies of trade licenses/bonds or special certification(s), and copies of any and all Business Licenses. If you or an agent of your company must perform a service at a property managed by the Client, you will be required to provide proof of general liability and auto insurance with the Client listed as the additional insured, including completed operations. You agree to list the certificate holder as described in the attached email. If you have employees, you are required to have worker’s compensation insurance. Please name all the properties you provide service for the client and attach a separate sheet if necessary.
Access and Interference
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site or for any other purpose, without PROHUB’s express written permission which may be withheld in PROHUB’s sole discretion. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in PROHUB’s sole discretion an unreasonable or disproportionately large load on PROHUB’s infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from the Site without the prior written permission of PROHUB and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass PROHUB’s robot exclusion headers or other measures PROHUB may use to prevent or restrict access to the Site. Notwithstanding the foregoing, PROHUB grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose and solely to the extent necessary for creating publicly available search indices of the materials on the Site, but not caches or archives of such materials. PROHUB reserves the right to revoke these exceptions either generally or in specific cases. You shall not collect or harvest any personally identifiable information, including account names, from the Site. You shall not use any communication systems provided on the Site (such as Forums or email) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of the Site without PROHUB’s express, written permission, which permission may be withheld in PROHUB’s sole discretion.
If PROHUB, Inc. or PROHUB has been affected by a security breach will make the disclosure “in the most expedient time possible and without unreasonable delay.” Notice may be delayed when a law enforcement agency determines that the notification will impede a criminal investigation.
Notification to affected consumers may be provided in writing or electronically if the electronic notice complies with the federal Electronic Signature Act. If a company can demonstrate that the cost of providing notice would exceed $250,000, that the affected class of subject persons to be notified exceeds 500,000, or that the company does not have sufficient contact information, then the company can rely on “substitute notice” to comply with its notification requirements. Substitute notice involves the following three actions: (1) e-mail notice when the company has e-mail addresses for the subject persons; (2) conspicuous posting of the notice on the company’s web page, if it maintains one; and (3) notification in a major statewide medium.
When you visit the Site or send email to PROHUB, Inc. or PROHUB, you are communicating with PROHUB, Inc. or PROHUB electronically. You consent to receive communications from PROHUB, Inc. or PROHUB electronically. Although PROHUB or PROHUB may choose to communicate with you by regular mail, PROHUB, Inc. or PROHUB may also choose to communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that PROHUB, Inc. or PROHUB provides to you electronically satisfy any legal requirement that such communications be in writing.
Your Responsibility for Equipment and Related Costs
You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use the Site, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of the Site.
Third Party Links
There may be provided on the Site links to other Web sites belonging to PROHUB’s advertisers, business partners, affiliates, Service Providers and other third parties. Such links do not constitute an endorsement by PROHUB of those Web sites, nor the products or services listed on those Web sites. PROHUB is not responsible for the activities or policies of those Web sites. PROHUB does not endorse or recommend the products of any particular advertiser, business partner, affiliate or other third party. PROHUB does not guarantee that the terms or rates offered by any particular advertiser, business partner, affiliate, Service Provider or other third party on the Site are the best terms or lowest rates available in the market.
If PROHUB provides aspects of the Site via an application for your mobile or other device, please be aware that your carrier’s normal rates and fees may apply and that the terms of this Agreement and other agreements within the application apply to your use of such mobile application.
It is PROHUB, Inc. and PROHUB’s policy to comply with the Digital Millennium Copyright Act, title 17, United States Code, Section 512, including, without limitation, responding to notices of alleged copyright infringement, and other applicable intellectual property laws. PROHUB shall in appropriate circumstances disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of PROHUB, Inc. / PROHUB and/or others.
Notifications (each a “Notification”) of claimed copyright infringement should be sent by either express mail or U.S. mail to PROHUB, Inc and PROHUB’s designated agent. The designated agent contact information is set forth below:
Address of designated agent to which notification should be sent:
30 East Pine Street
Georgetown, DE 19947
Pursuant to Title 17, United States Code, Section 512(c)(3), to be effective, the Notification must include the following:
1.A physical or electronic signature of a person authorized to act on behalf of the owner (“Complaining Party”) of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PROHUB to locate the material;
4. Information reasonably sufficient to permit PROHUB to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the Notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receipt of the Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, United States Code, Section 512:
a. PROHUB will remove or disable access to the material that is alleged to be infringing;
b. PROHUB will forward the Notification to the alleged infringer ("Subscriber"); and
c. PROHUB will take reasonable steps to promptly notify the Subscriber that PROHUB has removed or disabled access to the material.
Pursuant to Title 17, United States Code, Section 512(g)(3), a Subscriber may counter a Notification by providing a written communication (“Counter Notification”) to PROHUB 's designated agent that includes substantially the following:
1. A physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which PROHUB may be found, and that the Subscriber will accept service of process from the person who provided the Counter Notification or an agent of such person. Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, United States Code, Section 512:
a. PROHUB will promptly provide the Complaining Party with a copy of the Counter Notification;
b. PROHUB will inform the Complaining Party that PROHUB will replace the removed material or cease disabling access to the removed material within ten (10) business days; and
c. PROHUB will replace the removed material or cease disabling access to the removed material not less than ten (10), nor more than fourteen (14) business days following receipt of the Counter Notification, provided PROHUB’s designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain the Subscriber from engaging in infringing activity relating to the removed material on PROHUB’s network or system.
PROHUB Makes No Representations or Warranties Regarding the Content
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE ARE PROVIDED TO YOU ON AN "AS-IS" AND “AS AVAILABLE” BASIS. PROHUB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND ALL PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATED WITH THE SITE IS AT YOUR SOLE RISK.
PROHUB DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE, NOR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT AND THE SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE. PROHUB MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM THE SITE IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. PROHUB DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY QUOTES OR OFFERS PROVIDED ON OR THROUGH THE SITE.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT PROHUB IS NOT A FINANCIAL INSTITUTION, INSURANCE PROVIDER, CREDIT CARD PROVIDER OR OTHER SERVICE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT PROHUB IS SOLELY AN INTERMEDIARY BETWEEN YOU AND SUCH SERVICE PROVIDERS AND, THEREFORE, PROHUB EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY CONTENT, PRODUCTS OR SERVICES PROVIDED BY SUCH SERVICE PROVIDERS.
The Content is intended only to assist you in evaluating your operations for savings and risk management against industry standards and is broad in scope and does not consider any in depth engineering or consulting based on your specific systems or services. Your situation is unique and the information and advice may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any strategy, PROHUB recommends that you obtain additional information and advice from your site administrator and other advisors who are fully aware of your circumstances. The Site is controlled and offered by PROHUB from PROHUB’s facilities in the United States of America. PROHUB makes no representations that the Site is appropriate or available for use in other jurisdictions. If you access or use the Site from other jurisdictions, then you do so by your own volition and are solely responsible for compliance with local law.
Limitations on PROHUB's Liability
PROHUB SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF THE SITE; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE THE SITE FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROHUB AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. PROHUB’S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT PROHUB SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.
YOU AND PROHUB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
Indemnification of PROHUB & PROHUB
I agree to indemnify and hold harmless PROHUB, Inc. / PROHUB and the Client from any liability arising out of or in connection with this agreement. I understand PROHUB, Inc. and PROHUB is committed to securing my personal information or organization’s information and will safeguard the information from outside sources, unless otherwise required by law.
By agreeing with these terms, I give PROHUB, Inc. & PROHUB permission to obtain records on behalf of my company. I hereby give my permission for PROHUB, Inc. & PROHUB to obtain updates on any and all of my records from any agency as verification that the documents are legitimate. I release the agency from any liability in dispensing the records to PROHUB, Inc. & PROHUB.
You shall defend, indemnify and hold harmless PROHUB, Inc. and PROHUB and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys' fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your failure to provide accurate, complete and current personally identifiable information requested or required by PROHUB; (iii) your access or use of the Site; (iv) access or use of the Site under any PIN that may be issued to you; (v) your transmissions, submissions or postings (i.e., your own User Generated Content); and/or (vi) any personal injury or property damage caused by you.
Amendments of this Agreement
PROHUB reserves the right to update, amend and/or change this Agreement at any time in its sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon PROHUB posting the updated Agreement on the Site. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of the Site following the posting of any such changes shall automatically be deemed your acceptance of all changes.
You acknowledge that PROHUB may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, PROHUB shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of the Nineteenth Judicial Circuit Court, Lake County, Delaware, or the United States District Court, Northern District of Delaware. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
Governing Law; Arbitration
You agree that: (i) the Site shall be deemed solely based in the State of Delaware; and (ii) the Site shall be deemed a passive Web site that does not give rise to personal jurisdiction over PROHUB, its affiliates and assigns, either specific or general, in jurisdictions other than the State of Delaware.
This Agreement is to be governed by and construed in accordance with the internal laws of the State of Delaware, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided above, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Lake County, Delaware.
THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING THE SITE YOU CONSENT TO THESE RESTRICTIONS.
You and PROHUB, Inc. or PROHUB shall select the arbitrator, and if you and PROHUB or PROHUB are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the American Arbitration Association shall select the arbitrator. Arbitration shall not commence until the party requesting it has deposited One Thousand Dollars ($1,000.00) with the arbitrator for the arbitrator's fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and PROHUB, Inc. or PROHUB and your and PROHUB, Inc. or PROHUB's respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either you or PROHUB, Inc. or PROHUB be entitled to punitive, special, indirect or consequential damages and both you and PROHUB, Inc. or PROHUB hereby waive your and PROHUB, Inc. or PROHUB's respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.
Should a dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and PROHUB, Inc. or PROHUB, jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Lake County, Delaware.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
All covenants, agreements, representations and warranties made in this Agreement, as may be amended by PROHUB, Inc. or PROHUB from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
If you have questions, comments, concerns or feedback regarding this Agreement or the Site, please contact PROHUB, Inc. or PROHUB via any of the methods set forth below:
• Via mail:
Attn: 30 East Pine Street
Georgetown, DE 19947
• Via email: firstname.lastname@example.org