Terms of Use

 

IMPLEMENTATION FACTORY INC. - TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS OF USE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES BETWEEN IMPLEMENTATION FACTORY AND YOU WILL BE RESOLVED.
INTRODUCTION

Implementation Factory’s Praura is a unique business tool designed to help businesses of all sizes create a virtual network to share documents, calendars, tasks and more. The intention of this product is to provide online collaboration tools in an effort to build more transparent operating environments that help managers reduce business and project risk. The Implementation Factory service and network (collectively, “Implementation Factory,” “Praura” or the “Service”) are operated by Implementation Factory Inc. and its affiliates (collectively, “us”, “we” or “Implementation Factory”).

 

DEFINITIONS

The following terms will have the meanings set forth below:

- “Content” shall mean any words, images, communications, information, intellectual property, material, messages, URLs, photographs, videos or other information that is contained within a Network or in the Networks.
-“Entitlements” shall mean various features and functions available through the Site that are specifically granted and administered by the Superuser of a Network.
-“Intellectual Property” shall have the meaning set forth in Section 14 hereof.
-“Membership” shall mean the right of a Superuser to establish a Network.
-“Monthly Fee” shall have the meaning set forth in Section 7.
-“Network” shall mean the unique networking tool established on the Site by a Superuser for the benefit of a single Member.
-“Implementation Factory” shall mean Implementation Factory Inc., a Massachusetts corporation, and its affiliates.
-“Payment Date” shall have the meaning set forth in Section 7.
-“Registration Data” shall have the meaning set forth in Section 8.
-“Service” shall mean the tools, options, functionality and operations available to Superusers, Users and Members on the Site.
-“Site” shall mean the website with the URL of www.praura.com or the mobile version thereof.
-“Superuser” shall mean the individual who initially created a network.
-“Term” shall have the meaning set forth in Section 6.
-“Terms of Use” shall mean the terms and conditions for usage of the Site that are set forth herein.
-“Unacceptable Content” shall have the meaning set forth in Section 11.
-“User” shall mean a person who is given access to a Network by an invitation of a Superuser.
-“You” or “your” shall mean a Member, a Superuser, a User or any person who accesses the Site.

 

ACCEPTANCE OF TERMS

By accessing or using the Site, you are signifying that you have read, understand and agree to be bound by the Terms of Use then in effect, whether or not you are a Superuser, User or Member. Implementation Factory reserves the right, in its sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If Implementation Factory revises these Terms of Use, Implementation Factory will post the changes to these Terms of Use on this page and will indicate at the top of this page the most recent date that the Terms of Use were revised. Accessing the Site after any such changes constitutes acceptance by you of the then effective Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly review the Site to determine if there have been changes to these Terms of Use and to review such changes.

 

DESCRIPTION OF SERVICES

 

Networks. A Network must be established by a Superuser for the sole benefit of a his network, regardless of the number of members. Each Network can have many Members or just one member and a single Superuser.

 

Superusers. By the initiation of the Service the Superuser is certifying to Implementation Factory that: The Superuser is 18 years of age or older; The Superuser is the parent or legal guardian of the Member; The Superuser is responsible for all fees payable to Implementation Factory in connection with the Network established by the Superuser; Implementation Factory has the authority to close any Network at any time in its sole discretion; The Superuser will timely pay all subscription fees and any other charges required by these Terms of Use; The Superuser will be responsible for all posted Content in the Network and any posted content in the Implementation Factory Public pages, such as its community pages, that was posted by the Superuser, the Member or other Users in the Network formed by the Superuser; The Superuser is responsible for the access of all personal information of any member of his/her network that is posted to a Network; and By using the Services, the Superuser is representing and warranting that the Superuser has the right, authority, and capacity to establish a Network pursuant to these Terms of Use and to abide by all of the terms and conditions of the Terms of Use.

 

Users. A person can only become a User of a Network by the written email invitation of the Superuser of the Network. A User may be removed from the Network at anytime and for any reason or no reason by the Superuser or by Implementation Factory. The Superuser may limit the access of any User to the Entitlements. By using the Services, each User is representing and warranting that the User has the right, authority, and capacity to abide by all of the terms and conditions of these Terms of Use.

 

CERTAIN OBLIGATIONS

The Entitlements may not be used to impersonate another person or misrepresent authorization to act on behalf of others or Implementation Factory. All messages transmitted through the Site must correctly identify the sender; you may not alter the attribution of origin in any communications to the Site.

 

TERM

These Terms of Use, and any posted revision to these Terms of Use, shall remain in full force and effect while you use the Services. A Superuser may terminate his/her Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Implementation Factory may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, these Terms of Use will remain in effect. Implementation Factory reserves the right to terminate the Site upon 30 days advance notice to all Superusers, Users and Members.

 

MONTHLY SUBSCRIPTION FEE

 

Payment. Each Superuser will pay a monthly Subscription fee to activate and maintain the Network on a month-to-month basis (the “Monthly Subscription Fee”). Each Superuser agrees to pay the Monthly Subscription Fee using credit card of the Superuser selected by the Superuser. The day of the month that a Superuser subscribes to the Site is sometimes hereinafter referred to as the “Payment Date”. Until cancellation by the Superuser, the Superuser agrees that the Monthly Subscription Fee is a recurring payment and will be charged to the credit card of the Superuser on the Payment Date of each month during the Subscription period. Implementation Factory reserves the right to correct any billing errors or mistakes that it makes, even if it has already received payment.

 

Increase/Decreases.  IN ALL EVENTS, IMPLEMENTATION FACTORY RESERVES THE RIGHT FROM TIME TO TIME TO INCREASE OR DECREASE THE MONTHLY SUBSCRIPTION FEE BY PROVIDING THE SUPERUSER WITH 60 DAYS ADVANCE NOTICE.

 

Obligations of Superuser. You must provide current, complete and accurate information on the credit card to be charged. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify Implementation Factory if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user id or password. Changes to such information can be made by contacting customer service or editing your billing information on the profile page of the Superuser. If you fail to timely provide Implementation Factory any of the foregoing information, you agree that Implementation Factory may continue charging you the Monthly Subscription Fee through your credit card unless you have terminated your subscription for the service pursuant to Section 28 hereof.

 

REGISTRATION DATA / ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Implementation Factory, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

 

PRIVACY

Implementation Factory cares about your privacy. Please see Implementation Factory's Privacy Policy for more information.

 

USE

Illegal and/or unauthorized use of the Services, including collecting usernames, user id numbers, and/or email addresses of Superusers, Users or Members by electronic or other means for any purpose is strictly prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Superuser, User or Member profiles without notice or explanation and may result in termination of the offending Network. Superusers, Users and Members may not publish or sue content outside of the Services or the Site. Superusers, Users and Members may only use the Service and the Site for the intended purpose and no other purpose. Implementation Factory reserves the right to take appropriate legal action for any illegal or unauthorized use of the Services or the Site.

 

CONTENT

You understand and agree that Implementation Factory may (but is not obligated to) review any Content, that is uploaded, published or displayed (hereinafter, "posted") in the Networks and delete or refuse to take online any such Content, including, without limitation, any Content that in the sole judgment of Implementation Factory violates these Terms of Use or which might be offensive, inappropriate, illegal, or that might violate the rights, harm, or threaten the safety of other Superusers, Users, Members, or third parties. You are solely responsible for the Content that you post on the Network, or transmit to any Member, User or Superuser. You represent and warrant that you have the right to post the Content and you will not post any illegal or prohibited Content and will not infringe, misappropriate, violate or contravene any third party rights (including, without limitation, any intellectual property rights). The following is a partial list of the kind of Content that is illegal or prohibited on the Site ("Unacceptable Content"). Implementation Factory reserves the right (but is not obligated) to investigate and to undertake appropriate legal action in its sole discretion against any person who violates this provision, including without limitation, removing the Unacceptable Content from the Site and terminating the Network associated with such person. Unacceptable Content includes Content that: Is patently offensive to the community; Promotes racism, religious intolerance, bigotry, hatred or physical harm of any kind against any group or individual; Harasses or advocates harassment of another person; Involves the transmission of so called "junk mail," "chain letters," or unsolicited mass mailing or "spamming"; Promotes information that you know is false, misleading or that promotes illegal activities or conduct that is illegal, abusive, threatening, obscene, defamatory or libelous; Promotes an illegal and/or unauthorized ("pirated") copy of another person's copyrighted work (whether marked as such, or not), such as, but not limited to, providing pirated computer programs or links to them, providing information to circumvent copy-protection mechanisms, or providing pirated music, video images or other pirated Content, or links to such pirated music, video files, or files that contain such other pirated Content; Contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); Displays pornographic or sexually explicit material of any kind and in any form; Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; Provides instructional information about illegal activities such as, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; Solicits passwords or personal identifying information of any kind for commercial or unlawful purposes from other Users; and engages in commercial activities and/or commercial sales without our prior written consent, including, without limitation, contests, sweepstakes, barter, advertising, and pyramid schemes; Constitutes, promotes, or is used primarily for the purpose of dealing in: counterfeit goods, items subject to US embargo, illegal drugs and paraphernalia, stolen products and items used for theft, unlicensed trade or dealing in stocks or securities, gambling items, professional services regulated by state licensing regimes or non-transferable items; or Otherwise violates the terms of these Terms of Use or creates liability for Implementation Factory, its Superusers, Users or Members.

 

USE OF SITE

You must use the Site and Services in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, other Superusers, Users or Members to buy or sell any products or services through the Site. You may not make chain letters or junk email part of the content. You may not engage in any automated use of the Services, such as using scripts, bots, or the like or send comments or messages other than as specifically authorized by these Terms of Use. It is also a violation of these Terms of Use to use any information obtained from the Site or Services to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Superuser, User or Member without their prior explicit consent. In order to protect our Superusers, Users and Members from such advertising or solicitation, Implementation Factory reserves the right to restrict the number of emails and other communications (including sharing of Content) which a Superuser or User may send to other Superusers, Users and Members in any twenty-four (24) hour period to a number which Implementation Factory deems appropriate in its sole discretion.

 

PROTECTING INTELLECTUAL PROPERTY

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site that in a way that constitutes copyright infringement, please provide Implementation Factory with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

PROPRIETARY RIGHTS IN CONTENT OF IMPLEMENTATION FACTORY

 

The Site. Implementation Factory owns and retains all proprietary rights in the Site. The Site contains the copyrighted material, trademarks, and other proprietary information ("Intellectual Property") of Implementation Factory, and its licensors, including other Superusers, Users and Members. Except for Intellectual Property which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such Intellectual Property and the provision of such Intellectual Property to you through the Services does not transfer to you or any third party any rights, title or interest in or to such Intellectual Property, including, without limitation, any intellectual property rights in any Content  and material included therein.

 

TRADEMARKS

Implementation Factory’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Implementation Factory and may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Implementation Factory.

 

REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Implementation Factory has adopted a policy of terminating, in appropriate circumstances and at Implementation Factory’s sole discretion, Superusers, Users and Members who are deemed to be repeat infringers. Implementation Factory may also at its sole discretion limit access to the Site and/or terminate the Network of any Superuser, User or Member who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

 

DISCLAIMERS

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, THE SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE AND IMPLEMENTATION FACTORY EXPRESSLY DISCLAIMS ANY WARRANTY AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT AND IMPLEMENTATION FACTORY DOES NOT GUARANTEE AND DOES NOT PROMISE THAT THE SERVICES (A) WILL RESULT IN ANY SPECIFIC RESULTS; (B) WILL MEET THE REQUIREMENTS OF THE BENEFACTORS OR MEMBERS (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (D) WILL PRODUCE RESULTS THAT ARE ACCURATE OR RELIABLE. IMPLEMENTATION FACTORY DOES NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES ON THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATIONS ON LIABILITY

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, IMPLEMENTATION FACTORY SHALL NOT BE LIABLE TO SUPERUSERS, USERS OR MEMBERS, OR ANY THIRD PARTY, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING FROM YOUR USE OF THE SERVICES, EVEN IF IMPLEMENTATION FACTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IMPLEMENTATION FACTORY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (1) ANY AMOUNT PAID BY YOU TO IMPLEMENTATION FACTORY FOR THE SERVICES; AND (2) FIFTY(US$50.00) DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

LEGAL COMPLIANCE

You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the Site.

 

U.S. EXPORT CONTROLS

No Software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws.

 

INDEMNIFICATION

You agree to indemnify and hold Implementation Factory and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Site, your use of the Site, your connection to the Site, your violation of the terms and conditions, or your violation of any rights of another.

 

ARBITRATION

Any action to enforce or interpret these Terms of Use, or to resolve disputes with respect to these Terms of Use, shall be submitted for arbitration in accordance with Commercial Arbitration Rules of the American Arbitration Association and shall be heard by the American Arbitration Association in Boston, Massachusetts. Arbitration shall be the exclusive dispute resolution process used by the parties hereto. The issue of arbitrability shall be for an arbitrator to decide. Any party may commence arbitration by sending a written demand for arbitration to the other party. Such demand shall set forth the nature of the matter to be resolved by arbitration. The substantive law of the Commonwealth of Massachusetts shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration and any judicial determinations relating thereto, including but not limited to motions to confirm and appeals with respect to such judicial determinations. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered on any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a Writ of Execution to enforce the arbitrator's decision.

 

ASSIGNMENT

These Terms of Use, and any licenses or rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Implementation Factory without restriction.

 

NOTICES

Implementation Factory may provide you with notices regarding the Site and the Service or these Terms of Use by email or postings to the Site. Such notice shall be deemed to be duly given after it has been posted on the Site for 72 hours.

 

NO RESALE RIGHT

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Site, use of the Site, or access to the Site.

 

THIRD PARTY WEBSITES AND CONTENT

The Site may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Implementation Factory has no control over such sites and resources, you acknowledge and agree that Implementation Factory is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Implementation Factory shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.

 

TERMINATION

 

By Implementation Factory. You agree that Implementation Factory may without prior notice, immediately terminate your Implementation Factory account, any associated email address, and access to the Site. Cause for such termination shall include, but not be limited to: Breaches or violations of these Terms of Use or other incorporated agreements or guidelines, Requests by law enforcement or other government agencies, Discontinuance or material modification to the Site (or any part thereof), Unexpected technical or security issues or problems, (f) extended periods of inactivity, Engagement by you in fraudulent or illegal activities, and/or Nonpayment of the Monthly Subscription Fees or any other fees owed by you in connection with the Services.

 

By You. A Superuser may cancel his or her subscription by depressing the “Cancellation” logo on the profile page of the Superuser. A cancellation is effective as of the day of the month immediately preceding the next subsequent Payment Date after the cancellation notice is received by Implementation Factory. Monthly Fees will not be prorated in the final month. In order for a cancellation notice to be effective it must be received at least 3 calendar days prior to the next Monthly Payment Date. If you have not effectively cancelled by a Payment Date, then you are responsible for the payment of the Monthly Subscription Fee for that entire month that is due on such Payment Date. In no event are Monthly Subscription Fees that have been paid refundable. Implementation Factory will attempt to process all cancellation requests within 72 hours after the receipt of a cancellation request. If you cancel near the end of a month and are inadvertently charged for the next month’s fee, contact Customer Service to have the charges reversed. If you use our Service during that next month, you will not be entitled to a refund.

 

Effect of Termination. Termination of your Implementation Factory account includes (a) removal of access to all offerings within the Site, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Site or the Service. Further, you agree that all terminations for cause shall be made in Implementation Factory's sole discretion and that Implementation Factory shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Site. Implementation Factory will retain all of the Content of a cancelled Network, including without limitation the password and under identification, for at least 3 months. Upon the written request of the Superuser of the cancelled Network prior to the expiration of said 3-month period, Implementation Factory will return the Content of the Network to the Superuser on the medium that Implementation Factory, in it is sole discretion, shall elect. If Implementation Factory does not receive such a written request from the Superuser prior to the expiration of such 3-month period, then Implementation Factory may delete the entire Content of the cancelled Network.

 

INTERNET/ WIRELESS ACCESS

Implementation Factory shall not be responsible for any connection or access to the Site by you or the quality of the transmission of any information passing between you and the Site. In addition, Implementation Factory will not be responsible for any content that is compromised during the transmission process to the Site. You will be responsible for providing your own communications equipment to access the Site via the Internet or Wireless service, and the Internet/Wireless access charges thereon. You recognize that Implementation Factory shall not be responsible for any reduced functionality resulting from, or in connection with, your use of the Site via Wireless.