1. SERVICES. Thank you for selecting the services offered to you by Proteus Business Solutions, Inc. and/or its subsidiaries ("PROTEUS," "we," "our," or "us"), on this website. These General Terms of Service together with PROTEUS's Privacy Statement provided to you on the website or documentation for the PROTEUS services you have selected and the Additional Terms and Conditions for the Services (collectively, the "Agreement") govern your use of this website and the PROTEUS online services to which you are granted access under this Agreement, including but not limited to programs, components, internet-based services, content, technology, tools, updates, help content, and new releases (collectively, the "Services"). This Agreement constitutes a legal agreement between you ("you" or "your") and PROTEUS. By clicking "I AGREE" and/or accessing or using the Services, you indicate that you understand and agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights in the Services, and you will not be able to access or use the Services. Your access to or use of any Services may also be subject to your acceptance of separate agreements with PROTEUS and/or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Services selected by you and for other PROTEUS services made available to you through these Services, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Services, including such additional PROTEUS internet-based services made available to you through the Services you have selected.
2. LICENSE GRANT AND RESTRICTIONS. Subject to the terms of this Agreement and conditioned upon any applicable payments, PROTEUS grants you a personal, limited, NONEXCLUSIVE, nontransferable license, during the initial term of the subscription and any applicable renewal term or other period of use provided in the activation and ordering terms, to access and use the Services, solely for the purpose described in the PROTEUS description for the Services, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you. Any and all rights granted to you by this Agreement are revocable upon any breach of this Agreement.
2.1 Except as expressly permitted herein or by applicable law, you must not, nor allow a third party to, do any of the following: (i) license, sublicense, copy, assign, lease, loan, sell, resell, republish, upload, post, transfer, distribute or commercially exploit to any third party the Services; (ii) modify or create derivative works based on the Services or its content, in whole or in part; (iii) access or attempt to access any other PROTEUS systems, programs, features or data that are not made available in the Services or for public use; (iv) decompile, disassemble, or reverse engineer the Services; (v) interfere with the proper working of the Services, prevent access to or the use of the Services by other licensees or customers, or impose an unreasonable or disproportionately large load on PROTEUS's infrastructure; or (vi) use the Services except as expressly allowed under this Agreement. By using the Services, you warrant to PROTEUS that you will not use the Services, including content, for any purpose that is unlawful or prohibited by this Agreement. If you violate any of these terms, your permission to use the Services automatically terminates. All license transfers are subject to written approval by PROTEUS and may be subject to a transfer fee determined by PROTEUS in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact PROTEUS via email at firstname.lastname@example.org regarding the transfer of your license to a new company.
3. RESERVATION OF RIGHTS AND OWNERSHIP. The Services are licensed, not sold, and PROTEUS reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. PROTEUS and its licensors, where applicable, own all right, title and interest in and to the Services (and all intellectual property rights therein), including but not limited to its technology, content, derivatives, and modifications of the Services by whomever made. PROTEUS does not grant any license or other authorization to any user of its branding, trademarks, service marks, or other copyrighted material or other intellectual property. Copyright Infringement Claims. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder’s rights. You agree that you will not use our Service to infringe anyone’s intellectual property rights. We will investigate copyright infringement claims if they are reported to us to support@ProteusERP.com.
4. FEES. If the Services are purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in program ordering and pricing terms provided to you on the website and/or in the program terms for the Services you have selected. The Services will be deemed accepted by you upon acceptance of this Agreement of the Services and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Services. Access to the Services will begin (i) after your acceptance of this Agreement and after PROTEUS receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after PROTEUS receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to PROTEUS with an appropriate logo ("Card") or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Services. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Services.
Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Services you have selected. Access to service will be deactivated for all accounts over 15 days late on payment and a reactivation fee of $275.00 (two hundred and seventy-five dollars) will apply. All Cancellations MUST be in WRITING and PROTEUS requires a 30 day notice. All accounts over 30 days late will be charged a 2.5% monthly late fee on the invoice amount due and any and all collection fees will be due from account holder. Should any account be sent out for collections, the end user will be responsible for all legal, collection and attorney fees associated with said process.
Buyer’s Remorse and Refunds: PROTEUS Business Solutions, Inc. and its system, ProteusERP, do not offer a refund on buyer’s remorse. All cancellations and terminations require 30 days written cancellation and must clearly state, from the authorized user account or email on file, why they are cancelling and at which time they would like services discontinued. Should a company or person(s) sign up, accept the terms and conditions, they are clearly acknowledging they understand the time and effort into setting up their account and authorize the first month’s charge to be billed on the credit card on file. NO BUYERS REMORSE REFUNDS are granted to any company or person(s) at any time. Cancellation will apply as notice and termination of each account shall be taken as 30 days’ notice.
Clients who purchase month-to-month acknowledge they understand upon sign-up the contract is subject the terms are per month and no cancellations will PRO-RATE partial months unused. It is also acknowledged that those who sign-up and pay for a year in advance that they are receiving a FREE month at the end of their contract and they are accepting the terms of a YEAR-to-YEAR contract and it will require cancellation in writing as per our Terms and Conditions but they are subject to NO PRO-RATE return on their invoice. YEAR-to-YEAR contracts will also automatically move to Month-to-Month status unless the confirm to keep the annual billing cycle.
5. REGISTRATION. Your registration information to use the Services must be accurate, current and complete as prompted in the sign-up process (the "Registration Data"). If you provide any Registration Data that is not accurate, current or complete, and do not promptly update your Registration Data, or PROTEUS has reasonable grounds to suspect it is not accurate, current or complete, PROTEUS may, in its sole discretion, suspend or terminate your account and refuse any current or future access and use of the Services or portion thereof.
7. FEEDBACK. PROTEUS may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its services ("Feedback"). You agree that PROTEUS may, in its sole discretion, use the Feedback you provide to PROTEUS in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant PROTEUS a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty-free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information you provide to PROTEUS in the Feedback.
8. COMMUNICATION, CONDUCT, CONTENT. The Services may include a feature that allows you to exchange helpful information with other users of the Services and the public. Internet access is required to use these communication facilities. Please respect and interact with other users as you would in any public arena when using such features. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other users' communication sessions. PROTEUS does not endorse and is not responsible for the accuracy of the content in these facilities, and will not be liable for any damages incurred as a result of the submission, viewing or use of any such content. Users may post hypertext links to content hosted and maintained by third parties. PROTEUS has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk. Do not reveal information that you do not want to make public. You also agree to comply with applicable PROTEUS discussion board policies made available to you for the Services you have selected.
8.1 Your right to use the Services is personal to you (and your company and its employees, if permitted by PROTEUS). You are entirely responsible and liable for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored by you using the Services. You shall not use the Services for any illegal purpose in violation of any local, state, federal or international law. You must provide all required and appropriate warnings, information and disclosure, comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and Actions") in connection with your use of the Services. If the Services do not provide adequate features for you to provide such Information and Actions, then do not use the Services. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in complete accordance with the law. Any users suspected of having financial information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. PROTEUS does not own and is not responsible for the Content or data you submit on the website. You are encouraged to archive your data regularly and frequently and you bear full responsibility for archiving your data and sole liability for any lost or irrecoverable data. PROTEUS does not warrant or otherwise represent that these services comply with any local, state, or federal laws and regulations.
8.2 You agree that you will not use the Services to upload, post, link to, publish, distribute, reproduce or transmit any of the following:
8.2.1 Any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, inappropriate or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute an attack or "flaming" other participants, or would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or foreign law; or
8.2.2 Any Content or data to impersonate other individuals or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor); or
8.2.3 Any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by PROTEUS) or engage in spamming or flooding; or
8.2.4 Any information or software which contains a virus, trojan horse, worm or other disruptive or harmful component; or is obtained through the Services for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or
8.2.5 Any information, software or other material obtained through the Services which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
8.3 You agree that PROTEUS has the right but not the obligation to monitor the Services and Content from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its users. PROTEUS will not intentionally disclose any private email message unless required by law. PROTEUS reserves the right to edit, refuse to post, remove or refuse to remove any information or materials, in whole or in part, that, in its sole discretion, is alleged to be unacceptable, undesirable, inappropriate or in violation of this Agreement.
9. PROTEUS SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by PROTEUS ("PROTEUS Services"). If you decide to use PROTEUS Services, you may be subject to additional terms and conditions governing these PROTEUS Services and separate fees may apply. You acknowledge that in accessing certain PROTEUS Services through the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant PROTEUS permission to use information about your business and usage experience to enable us to provide the PROTEUS Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services PROTEUS may provide to you in the future. You also grant PROTEUS permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new PROTEUS offerings to you and others.
10. DISCLAIMER OF WARRANTIES.
10.1 Your use of the services, including any software, and content therein, is entirely at your own risk. Except as expressly provided in this agreement, the services are provided "as is," and to the maximum extent permitted by applicable law, PROTEUS, its affiliates, licensors, third-party content and service providers, distributors, re-sellers and suppliers (collectively "suppliers") disclaim all warranties , whether express, implied, or statutory regarding the services, content and related materials including any warranty of fitness for a particular purpose, title, merchantability, non-interference with or non-infringement of any intellectual property rights, and similar laws of any jurisdiction. Proteus and its suppliers do not warrant the accuracy, reliability, completeness, usefulness, quality or any content in the services, including content posted on or linked from the services. Proteus and its suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction or that the services will meet your requirements. You assume all risks associated with using or relying on such content. If the exclusions for implied warranties do not apply to you, any implied warranties or conditions are limited in duration to 60 days from the date of purchase or delivery of the services, whichever is sooner.
10.2 PROTEUS and its suppliers are not engaged in rendering legal, financial, accounting or other professional service. If such assistance is required, the service of a competent professional should be sought. Proteus and its suppliers expressly disclaim any representations or warranties that your use of the services will satisfy any statutory or regulatory obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws or regulations, including but not limited to the health insurance portability and accountability act of 1996 ("HIPPA"), the Gramm-Leach-Bliley act of 1999, the Sarbanes-Oxley act of 2002, or other federal or state statutes or regulations. You are solely responsible for ensuring that your use of the services is in accordance with applicable law.
11. LIMITATION OF LIABILITY AND DAMAGES. To the maximum extent permitted under applicable law, the entire cumulative liability of PROTEUS, its affiliates and suppliers, and your exclusive remedy for all matters or claims arising from or relating to this agreement shall be limited to the amount paid by and/or due from the registered user for the services to PROTEUS, its affiliates or its suppliers in the twelve (12) month period immediately preceding the event giving rise to such claim. To the maximum extent permitted by applicable law, PROTEUS, its affiliates and its suppliers shall not be liable for any (a) indirect, special, incidental, punitive or consequential damages; and (b) damages relating to telecommunication failures, internet and electronic communications failures, delays or limitations, loss, corruption, security or theft of data, viruses, spyware, loss of business, revenue, profits or investment, use of software or hardware that does not meet PROTEUS systems requirements, tax positions taken by you; arising out of or connected in any way with the services, whether based in contract, tort (including negligence), product liability or otherwise, even if PROTEUS, its affiliates and its suppliers have been advised of the possibility of such damages. The limitations of damages set forth above are fundamental elements of the basis of the bargain between PROTEUS and you. Proteus would not have provided this software without such limitations.
12. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").
Consent to Electronic Communications. PROTEUS may be required by law to send "Communications" to you that pertain to the Services, the use of information you may submit to PROTEUS, and the services you choose. Certain third-party services you choose may require Communications with the third parties who administer these programs (Third Party Services"). You agree that PROTEUS, on behalf of itself, and others who administer such Third-Party Services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites. You consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services and Third-Party Services.
12.1 Consent to Do Business Electronically. The decision whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services for as long as you remain a subscriber to or use the Services. If you later decide that you do not want to receive future Communications electronically, write to us at PO Box 3386, Vista CA 92085. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services. We do not provide ISP services. You are responsible at your expense for access to the internet and this website and any necessary hardware and software and obtaining your own Internet service provider (which may be a wireless carrier). You agree to notify us promptly of any change in your email address or other Registration Data. You can do so by logging into your service and updating your customer profile.
13. AMENDMENT. PROTEUS may change this Agreement from time to time effective upon posting of the modified Agreement on its website. Please review the Agreement periodically on this website for changes. PROTEUS has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, Internet based services, pricing, technical support options, and other product-related policies, upon reasonable notice, including but not limited to posting information concerning such change in the Services selected by you or on an PROTEUS sponsored website. Your continued use of the Services after PROTEUS's publication of any such changes shall constitute your acceptance of this Agreement as modified.
14. TERMINATION. Your rights under this Agreement may be terminated or suspended by PROTEUS immediately and without notice if you or any of your authorized users fail to comply with any terms of this Agreement or you no longer consent to receive electronic Communications in accordance with Section 13. Upon termination you must immediately cease using the Services and all outstanding payments will become due and owing. Any termination of this Agreement shall not affect PROTEUS's rights hereunder. PROTEUS may terminate a free account at any time in its sole discretion. Other terms regarding termination or expiration of the Services may apply in accordance with the activation and ordering terms for the specific Services you have selected. If you choose to cancel your account or any part of the Services, you must do so in accordance with the activation and ordering terms for the specific Services you have selected.
Licensee agrees that no access will be granted to the PROTEUS or our systems information by any third-party system, competitors or other agencies without the express written acceptance of such. Violation of this license access will be cause for IMMEDIATE Termination of services and without refund. Any access to our system that is granted by licensee through their login portal to gain knowledge, information or otherwise export data will also be DIRECT violation of the Information Privacy Act and be subject to the laws of California and all lawsuits, attorneys fees and recompense of loss or damages will fall on the Licensee.
15. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the software made a part of the Services are subject to U.S. export control regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the Services, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Services may include technical data subject to such U.S. export regulations.
16. THIRD PARTY PRODUCTS. In connection with your use of the Services, you may be made aware of services, products, offers and promotions provided by third parties who are not affiliated with PROTEUS ("Third Party Products"). If you decide to use any Third-Party Products, you do so at your own risk and are responsible for reviewing the terms governing such Third-Party Products. You authorize PROTEUS to use and disclose your contact information, including name and address, for the purpose of making the Third-Party Products you choose available to you. You agree that the third party, and not PROTEUS, is responsible for the performance of the Third-Party Products. The Services may contain or reference links to websites operated by third parties ("Third Party Websites"). PROTEUS is not responsible for the content of, nor any link contained in such Third-Party Websites. The inclusion of any Third-Party Website link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by PROTEUS of any data contained in, or services made available through any Third-Party Website. You acknowledge that linked Third Party Websites may contain terms and privacy policies that are different from those of PROTEUS. PROTEUS expressly disclaims any liability for use of such Third-Party Products and Third-Party Websites.
17. U.S. GOVERNMENT. The software that forms a part of the Services is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government end users who access or use the Services, acquire a license to use the software with only those rights set forth herein.
18. MISCELLANEOUS. This Agreement is the complete agreement between you and PROTEUS and sets forth the entire liability of PROTEUS, its corporate affiliates and its Suppliers and your exclusive remedy with respect to the Services and its use. Any modification or waiver of the terms herein by PROTEUS must be in a writing signed by an authorized representative of PROTEUS and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be interpreted to accomplish the objectives of such provision to the fullest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of PROTEUS, but may be assigned without your consent by PROTEUS to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of laws principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
19. VENUE. IN THE EVENT OF ANY DISPUTE RELATING TO THIS AGREEMENT OR TO THE SERVICES PROVIDED BY PROTEUS, THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE IN THE STATE COURTS IN SAN DIEGO COUNTY, CALIFORNIA OR FEDERAL COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA.
20. INDEMNITY. You agree to defend, indemnify and hold PROTEUS, its Suppliers as defined below, its corporate affiliates, officers, directors, employees, subsidiaries and agents, harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including reasonable attorney’s fees) resulting from or arising out of a claim that your Content infringes or misappropriates the intellectual property rights, or otherwise violates any other right, of a third party or a claim resulting from or arising out of your breach or alleged breach of this Agreement.
21. SEVERABILITY. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.
22. SET UP. If the customer declines the setup fee, PROTEUS will provide (1) 30-minute training session per location. Additional training is available for an hourly fee. Customer will have the option of choosing online (digital) or on-location (in-person) support for a per day training fee plus a reimbursement of travel and lodging expenses, these fees will be quoted out separately and are to be paid up front 100%. Should on-location training be chosen, PROTEUS must provide all lodging and flights as to ensure the safety of our staff, this is non-negotiable as it is for liability.
Supplemental License and Terms of Services
Thank you for selecting PROTEUS Online software (the "Software"). This license agreement in addition to the PROTEUS Terms of Service (the "Agreement") is a legal agreement between the Licensee, a single legal entity identified in the registration process provided as part of the start-up interview ("Licensee", "you"), and Proteus Business Systems Inc. ("PROTEUS," "we", "our" or "us").
By clicking "ACCEPT", Licensee indicates that it has read and understood, and assents to be bound by, the terms of this Agreement. If the person clicking on the "ACCEPT" button is an individual working for Licensee ("Agent"), such person is agreeing to the terms and conditions of this Agreement on behalf of Licensee and certifies that he/she is an Agent of Licensee and has all necessary authority to act on Licensee's behalf, including to bind Licensee to the terms and conditions of this Agreement.
If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Software. If Licensee is not willing to be bound by these terms and conditions, Licensee should not click on the "ACCEPT" button, and may not access or otherwise use the Software or Services.
1. SUBSCRIPTION. The Software is licensed on a monthly, quarterly, or yearly subscription basis, as selected by Licensee or its agent.
1.1 Termination by Licensee. Licensee may notify PROTEUS to cancel the subscription prior to the beginning of each Renewal Term within 30 days’ notice, refer to section 4, FEES for details. Licensee's rights to use the Software may be terminated by PROTEUS immediately and without notice if PROTEUS is unable to debit Licensee's or its agent's Card in accordance with this Agreement.
2. PERMITTED DISCLOSURES AND USE OF DATA. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Software and Services, PROTEUS may provide Licensee Access Information and Account Data to (i) Licensee's employee or agent who is identified in the Registration Data as the current system administrator for the Licensee's account (the "Current Administrator"), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee's account by following the procedures required by PROTEUS to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to PROTEUS (collectively, "Information Recipients").
Licensee grants PROTEUS permission to aggregate any previous and/or future uploaded, non-personally identifiable account data with that of other users of the Service. You permit PROTEUS to use that aggregated data to improve services, issue promotions, and provide ways for you to compare business practices with other users.
3. FINANCIAL INSTITUTION SERVICES.
General. In connection with Licensee's use of the Software and as part of the functionality of certain versions of the Software, Licensee may have access to certain online services that may be made available by Licensee's financial institutions ("FI Services"), including online banking, online payment, online investment account download, online bill pays, and online trading. The Software is designed to allow Licensee to access participating FI Services (if and to the extent provided by Licensee's financial institutions) to set up banking information, allow the Software to access Licensee's account(s), download transactions into the Software and otherwise aggregate information from Licensee's account(s) with Licensee's financial institutions. Licensee acknowledges and agrees that PROTEUS has no control over the FI Services or access to the FI Services by Licensee's financial institutions, does not guarantee that Licensee will be able to use the Software with the FI Services, and will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in Licensee's inability to use the Software to access Licensee's accounts, obtain data, download transactions, or otherwise use or access the FI Services.
3.1. Collection of Financial Institution Account Data. Licensee acknowledges that in accessing the FI Services through the Software, Licensee's financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in Licensee's account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, "FI Account Data"), may be collected and stored in the Software depending upon your financial institution and type of account. Licensee authorizes PROTEUS, in conjunction with PROTEUS's operation and hosting of the Software, to (i) collect Licensee's FI Account Data, (ii) reformat and manipulate such FI Account Data, (iii) create and provide hypertext links to Licensee's financial institutions, (iv) access the financial institutions' websites using Licensee's FI Account Data, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv). Licensee hereby represents that Licensee is the legal owner of Licensee's FI Account Data and that Licensee has the authority to appoint, and hereby expressly does appoint, PROTEUS as Licensee's agent with limited power of attorney to access and retrieve Licensee's FI Account Data on Licensee's behalf. Licensee further acknowledges that PROTEUS does not review Licensee's FI Account Data and agrees that PROTEUS is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any financial institution's website are not made through the Software and PROTEUS assumes no responsibility for such transactions or activities. Licensee is solely responsible for any charges associated with Licensee's financial institutions.
3.2. Information from Financial Institutions' Websites. Licensee acknowledges and agrees that (i) some financial institutions may not allow the Software to access the FI Services, (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the Services and prevent or delay aggregation of information from such websites, and (iii) the Software "refreshes" the Proteus Account Data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require an update, so Licensee's most recent transactions may not always be reflected in any account balances or other account information presented to Licensee in the Software. If Licensee sees a discrepancy in Proteus Account Data, and in any case before making any transactions or decisions based on such account information presented in the Software, Licensee should check the last refresh date for the account and confirm the Account Data and manually update such data as necessary.
4. SOFTWARE USE, STORAGE AND ACCESS. PROTEUS shall have the right, in its sole discretion and with reasonable notice posted on the PROTEUS Online site and/or sent to Licensee at the Current Administrator's email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Software at any time (Standard packages are limited to 10GB storage space, additional space is available at specified rates),, and (ii) the number of times (and the maximum duration for which) Licensee may access the Software in a given period of time. PROTEUS reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Software and Services to which such changes relate. Licensee's continued use of the Software or Services will constitute Licensee's acceptance of and agreement to such changes. For details about our refund policy, please refer to ProteusERP.COM. PROTEUS may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. PROTEUS will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
5. HARDWARE PURCHASES/ESTIMATES/RETURNS PROTEUS offers the ability to streamline our client’s set-up by assisting them in the purchase of necessary hardware for their business. PROTEUS is not in the "hardware" business so we rely on third party partnerships to purchase hardware on client’s behalf at below MSRP. Therefore, ALL hardware purchases must meet these terms:
6. EMAIL PROTEUS offers the ability to send emails through the system (in certain versions), unless an additional package is purchased, the maximum total number of emails that may be sent on a monthly basis is 2500
-Issuance of Estimate, authorization to purchase and receipt of goods by Buyer constitutes Buyer’s agreement to Seller’s terms as specified on estimate. The terms and conditions of sale on Seller’s sales quotation, confirmation, and invoice shall control over additional or conflicting terms proposed by Buyer or contained on Buyer’s purchase order. Buyer is expressly notified that Seller objects to Buyer’s proposal of additional or different terms than those on Seller’s sales documents.
-Unless otherwise agreed in writing signed by an authorized representative of PROTEUS Business Solutions, Inc. all items designated as hardware items shall be non-cancelable and non-returnable. For sales quotes and/or sales orders containing exclusively hardware items the entire quote/order shall be designated as non-cancelable, non-returnable. For quotes/orders containing both software and hardware items; hardware items will be marked on the sales quote and/or sales order confirmation only the items so marked as "hardware" shall be non-cancelable and non-returnable.
-Seller makes no warranty, affirmation of fact, or recommendation for use by Buyer of any product sold for a particular application.
-THE GOODS DESCRIBED IN THIS CONTRACT ARE SOLD ON AN “AS IS” BASIS, AND SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF REMEDY: SELLER WILL NOT, UNDER ANY CIRCUMSTANCES OR CAUSES OF ACTION BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID BY BUYER FOR THE GOODS DESCRIBED HEREIN.
-SELLER SHALL NOT BE LIABLE ON ANY CLAIM OF ANY KIND TO BUYER FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECT OF THIS AGREEMENT, OR FROM THE PRODUCTS OR SERVICES FURNISHED INCLUDING ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, REVENUE, LOSS OF USE, DAMAGE TO ANY EQUIPMENT, “COVER” COST, DOWNTIME, OR ANY WARRANTY CLAIMS.
-Unless otherwise accepted in writing, Seller shall not be liable for delays or non-delivery which is not within Seller’s sole control.
-Seller will not be deemed to have waived any right or remedy related to the transactions between Buyer and Seller unless such waiver is reduced to writing and signed and dated by the President of Seller.
-Buyer agrees that PROTEUS and our affiliates will assist with returning and replacing any defective Hardware on a case-by-case basis and will require a valid RMA, signed understanding of terms above, as well as be responsible for shipping of any authorized returns at their cost and also be charged a 35% restocking fee should they refuse delivery for any reason described herein.