Terms of Service

Summary

The following is a summary of the key terms under which we offer and you agree to use the ProWorks GetVitals ("GetVitals") web site (the "Site"). However, both parties are obligated to adhere to the full agreement which is set forth below under Terms of Usage ("Terms").

The Site contains proprietary notices and copyright information, the terms of which must be observed and followed.
Information and content on the Site may be changed or updated without notice.
GetVitals extracts, describes and reports information from the Web. This information may be inaccurate and the Site may mistakenly report the information. ProWorks assumes no responsibility regarding the accuracy of the information and the use of such information is at your own risk.
Any information or material you send or submit to ProWorks GetVitals is not deemed to be confidential.
ProWorks may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site feature, database, or content.
ProWorks may impose limits on certain features and functionality or restrict your access to parts or all of the Site without notice or liability.
You agree to comply with all federal and state laws in the use of any of the data obtained through the Site.
ProWorks may, in its sole discretion, terminate or suspend your access to all or part of the Site for any or no reason and with no prior notice to you.

TERMS OF USAGE

The following terms of usage ("Terms") represent a legal agreement ("Agreement") between you and ProWorks Corporation. ("ProWorks"). By accessing, browsing and/or using the ProWorks GetVitals web site (the "Site"), you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you agree to these Terms, you are granted a non-exclusive, non-assignable and non-transferable license to use the Site only under these Terms and conditions of use. If you do not agree to these Terms, you have no right to use the Site.

1) USE OF THE SITE
1. 1.1) The Site may be used only by you if you agree to be bound by these Terms, and you may not rent, lease, sublicense or transfer the Site or any data residing on it or any of your rights under this Agreement to anyone else. You may not develop or derive for commercial sale any data in any form whatsoever that incorporates or uses any part of the Site. Except with the prior written consent of ProWorks, no data that resides in the Site may be transferred or made available by you to any person or entity.
2. 1.2) You may not modify, copy, distribute, download for storage on a hard drive or any other storage media, display, use, publish, license, create derivative works from, transfer or sell any information or content contained in the Site, except that you may store, print and/or email content from the Site for your personal and commercial use.
3. 1.3) ProWorks may, in its sole discretion, terminate or suspend your access to all or part of the Site for any or no reason and with no prior notice to you. You may terminate this agreement at any time by discontinuing use of the Site. The provisions of Sections 4, 7, 8, 9 and 10 shall survive termination or expiration of this Agreement.

2) CONTENT 2.1) All materials published on the Site (collectively known as the "Content") are protected by copyright pursuant to U.S. and international copyright laws, and owned or controlled by ProWorks or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Site. Customer may not export of Content to third parties in any form whatsoever.
2.2) ProWorks is the sole owner of the layout, functions, appearance, trademarks and other intellectual property comprising the Site. Additionally, ProWorks is the sole owner of the compiled data, but not the material that have been copied from the web pages which belong to their respective copyright owners.
2.3) GetVitals is a web service that extracts and summarizes information from the Web. This information may be inaccurate and the Site may mistakenly report the information. ProWorks assumes no responsibility regarding the accuracy of the information and the use of such information is at your own risk. By furnishing information, ProWorks does not grant any licenses to any copyrights, patents or any other intellectual property rights.
2.4) Information on the Site may be changed or updated without notice. ProWorks may also make improvements and/or changes in the products and/or the programs available on the Site at any time without notice.
2.5) ProWorks may move or delete any Content on the Site for any reason. ProWorks shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties.
2.6) ProWorks shall not be liable for any loss or damage resulting from total or partial loss of your data or from any corruption of your data.
2.7) ProWorks may preserve and disclose content or user information (including queries made) if required to do so by law or in the good faith belief that doing so is necessary to: (a) comply with legal process; (b) enforce these Terms, (c) respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal safety of ProWorks, its users, or the public, (e) administer the Site.
2.8) ProWorks shall not be responsible for any disruption of the Site, regardless of length. Furthermore, ProWorks shall not be liable for losses or damages you may incur due to any errors or omissions in any Content or any inaccurate interpretations of data, or due to your inability to access data due to disruption of the Site.

3) USER RESPONSIBILITIES
In using the Site, you agree not to:
3.1) Knowingly transmit:
a) any information, data, images, or other materials ("Material") that are unlawful, harmful, threatening, defamatory, vulgar, obscene, libelous or otherwise objectionable or that may invade another's right of privacy; or
b) any Material that infringes any intellectual property right, including but not limited to patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party.
3.2) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3.3) Violate any law;
3.4) Violate or attempt to violate the security of the Site, including, without limitation:
a) log in to a server or account that you are not authorized to access;
b) attempt to test, scan, probe, exploit or make use of any vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or
c) attempt to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it.
3.5) Reverse engineer, decompile or disassemble any portion of the Site.
3.6) Use the Site or any of the data obtained through the Site, specifically including but not limited to email addresses, to send email to any individual unless such email communication fully complies with all federal and state laws protecting said individual from unsolicited email.

4) SUBMISSIONS
4.1) You are solely responsible for the content of any submission you make to the Site. ProWorks reserves the right to delete messages that ProWorks, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.
4.2) Any information or material sent to ProWorks will be deemed NOT to be confidential. By sending ProWorks any information or Material, you grant ProWorks an unrestricted, irrevocable, perpetual license to use, reproduce, display, transmit and distribute that Material or information, and you also agree that ProWorks is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You further agree to indemnify, defend and hold ProWorks harmless for any liability arising due to the use or distribution of those Materials.
4.3) In consideration of use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (b) maintain and update this information to keep it true, accurate, current, and complete. If any information provided by you is untrue, inaccurate, not current, or incomplete, ProWorks has the right to terminate your account and refuse your current or future use of the Site.

5) LINKS
5.1) GetVitals may contain links to other related Web sites, resources, and sponsors of GetVitals ("Linked Sites"). ProWorks is not responsible for the availability of these Linked Sites, or their contents, and you should direct any concerns regarding any external link to the site administrators or Webmasters of such Linked Sites.
5.2) You acknowledge that ProWorks neither endorses nor is affiliated with the Linked Sites and is not responsible for any content that appears on the Linked Sites. You also acknowledge that the owners of the Linked Sites neither endorse nor are affiliated with ProWorks.

6) FEES
6.1) ProWorks reserves the right at any time to charge fees for access to portions of the Site or the Site as a whole. However, in no event will you be charged for access to the Site unless we obtain your prior agreement to pay such charges. All fees paid to ProWorks are non-refundable upon purchase, activation, or renewal.

7) REPRESENTATIONS AND WARRANTIES
7.1) You represent, warrant and covenant (a) that no Materials of any kind submitted through your account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least eighteen (18) years old. You hereby indemnify, defend and hold harmless ProWorks, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties" ) from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. ProWorks reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. ProWorks reserves a right of remuneration from you for any costs, fees, or other expenses incurred from any matter subject to indemnification by you.

8) DISCLAIMERS and LIMITATIONS.
8.1) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. THE SITE AND THE INFORMATION MADE AVAILABLE ON IT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. PROWORKS EXPRESSLY DISCLAIMED ALL WARRANTIES OF MERCHANTIBILTY. PROWORKS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE INFORMATION ON THE SITE SHALL BE UNINTERRUPTED OR ERROR FREE. PROWORKS DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION USED OR DISCLOSED ON THE SITE.
8.2) IN NO EVENT SHALL PROWORKS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE IT. PROWORKS’ LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE SITE FOR THE THEN-CURRENT PERIOD. IN NO EVENT SHALL PROWORKS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR NEGLIGENCE, BAD FAITH, MALICE, OR WANTON OR RECKLESS BEHAVIOR. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, PROWORKS’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100.

9) MUTUAL INDEMNIFICATION.
9.1) Each party agrees to indemnify and hold harmless the other party from and against any cost, loss or expense (including attorney's fees) resulting from any claims by third parties for loss, damage or injury caused by the actions, omissions or misrepresentations of the other party, its agents or employees provided that the indemnified party provides the indemnifying party with (a) prompt written notice of such claim or action, (b) the exclusive right to sole control and authority over the defense or settlement of such claim or action and (c) proper and full information and reasonable assistance to defend and/or settle any such claim or action.

10) MISCELLANEOUS
10.1) Relationship. You agree that no joint venture, partnership, employment or agency relationship exists between you and ProWorks as a result of this Agreement and/or your use of the Site.
10.2) Entire Agreement. These Terms represent the entire binding agreement between you and ProWorks, and each party's respective successors and assigns, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Site or the information therein. This agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. A printed version of this Agreement and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms.
10.3) Modifications, Assignment and Waiver. ProWorks shall have the right to modify these Terms at any time by posting them on the Site and providing notice on the Site that they have been changed. Changes will be binding on you on the date they are posted on the Site (or as otherwise stated in any notice to you of such changes). A link will be provided to the current Terms, and ProWorks recommends that you review the details of any such changes as they are binding on you regarding future use of the Site. Any use of the Site will be considered acceptance by you of the then-current Terms. If at any time you find the Terms unacceptable and do not agree to such Terms, you must terminate use of the Site. Any new, different or revisions of existing terms supplied by you are specifically rejected by ProWorks. ProWorks may assign this Agreement at its discretion. You may not assign any part of this Agreement without ProWorks’ prior written consent. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
10.4) Jurisdiction. This Agreement shall be governed by the applicable Oregon and federal laws, without regard to its conflict of laws rules, and you hereby give your consent to have any action or dispute between yourself and ProWorks resolved exclusively within the jurisdiction of the state and federal courts located in the State of Oregon. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
10.5) Equitable Relief. You understand and agree that, in addition to money damages, ProWorks shall be entitled to equitable relief where appropriate upon your breach of any portion of this Agreement.
10.6) Severability. The invalidity of any portion of this agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
10.7) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a party hereto, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence.
10.8) Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys' fees.
10.9) Titles and Subtitles. The titles and headings of the sections and paragraphs of this agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.
10.10) Notices and Other Communications. Notices required or permitted hereunder that are intended for you personally and not all users of the Site shall be made to you at the most recent email address on file with ProWorks and shall be made to ProWorks by email to "getvitals@proworks.com" or in writing to,

10.11) Non-waiver. The failure of either party to this agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.