Welcome to the Propell website (the “Site”). These Terms and Conditions contain the terms and conditions that govern your use of the Site and Propell’s Web Store service (as defined below). These Terms and Conditions describe your rights and responsibilities and what you can expect from the PropellWeb Store service. Use of the Site constitutes your acceptance of and agreement to these Terms and Conditions.
Propell reserves the right to add, delete, and/or modify any of the terms and conditions, at any time and in its sole discretion, by posting a change notice or new agreement on the Site. If any modification is unacceptable to you, your only recourse is to not use the Site and the Propell Web Store Service. Your continued use of the Site following posting of a change notice or new Terms and Conditions on the Site will constitute binding acceptance. Please read this Agreement carefully before clicking “I Accept.”
- Propell Service.
Propell provides online e-commerce Web Stores and custom, personalized, on-demand products (“Products”) for sale, use and access by a Web Store Owner. Web Store users may sell their customized Products through their own individual Web Store. Users who would like to sell their Products through a Web Store must enter into the Web Store User Agreement. Propell allows all users to browse the Web Stores and purchase Products through the Web Stores.
- Use of The Site and Propell Web Stores Service.
- Eligibility. Propell will only knowingly provide the Propell service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Propell Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and Conditions. Propell is not intended for children under the age of 13.
- Compliance with the Terms and Conditions and Applicable Law. You must comply with all of the Terms and Conditions and policies referred to below, and all applicable laws, regulations and rules when you use the Site.
- Your License to Use the Site. Propell solely and exclusively owns all intellectual property and other rights, title, and interest in and to Propell website and Web Store service, except as expressly provided for in these Terms and Conditions. For example and without limitation, Propell owns the trademarks “Propell;” the copyrights in and to the Website, and certain technology used in providing the Propell service. You will not acquire any right, title, or interest therein under these Terms and Conditions or otherwise to any intellectual property owned by Propell. Propell grants you a limited revocable license to access and use the Site and the Propell Web Store service for its intended purposes, subject to your compliance with these Terms and Conditions. This license does not include the right to collect or use information contained on the Website for purposes prohibited by Propell; to compete with Propell; to create derivative works based on the content of the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or you breach these Terms and Conditions, Propell may revoke the license granted to you.
- This Section does not pertain to your intellectual property rights.
- General Rules.
- Prohibited Use. You may only use the Propell site as expressly permitted by Propell. You are prohibited from using the Site for purposes considered harmful by Propell, including without limitation: interfering with the Propell service by using viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful program; modifying, creating derivative works from, or reverse engineering any technology used by Propell; interfering in any way with another Web Store user’s use and enjoyment of Propell; performing activities in any way connected with the transmission of “junk mail,” “spam” or the unsolicited mass distribution of e-mail or with any unethical marketing practical; use of any meta tags, search terms, or key terms that contain the Propell name or trademarks; or assist or encourage any third party in engaging in any activity prohibited by these Terms and Conditions.
- Reservation of Rights.
- Monitoring. Propell reserves the right but has no obligation to monitor transactions and communications that occur through the Site. If Propell determines, in its sole and absolute discretion, that you or another Propell user will breach any of these Terms and Conditions or that such transaction or communication is inappropriate, Propell may cancel such transaction or take any other action to restrict access to and availability of any material that may be considered objectionable, without any liability to you or any third party.
- Modification of Site Use and Service. Propell may at any time modify the structure, organization of the Site and may change, suspend, or discontinue any aspect of services offered by Propell through the Site without notice and without any liability to any user or third party. Propell shall have complete discretion over the features, functions, prices and other terms and conditions on which the Propell Site and services offered through the Site.
- Representations and Warranties.
- By Propell. Web Store on Demand represents and warrants that it has the full power and authority to enter into and perform under these Terms and Conditions, the execution and performance of its obligations under these Terms and Conditions does not constitute a breach or conflict of any other agreement or arrangement by which it is bound and that these Terms and Conditions are valid, legal, binding and enforceable.
- By User of the Site. You represent and warrant that you have the full power and authority to enter into and perform under these Terms and Conditions and that your executive and performance under these Terms and Conditions does not constitute a breach or conflict of any other agreement or arrangement by which you are bound. You further represent and warrant that in your use of the Site: (i) you will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and will comply with all applicable laws, rules and regulations; (ii) there are no claims, demands or any form of litigation pending or to the best of your knowledge, threatened with respect to any of your Content; (iii) Propell will not be required to make any payments to any third party in connection with its use of your Content; (iv) the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and (v) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
- Links. The Site may contain Links to third party websites. Any such Links are provided solely as a convenience to You and do not constitute an endorsement by Propell of such websites and the third party content therein. You further acknowledge and agree that Propell will 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.
- Copyright and Trademark Policy. Propell respects the intellectual property rights of others. We ask our users to do the same. Propell may terminate the accounts of users who appear to infringe the copyright or other intellectual property rights of others. If you believe that your Content has been copied in a way that constitutes copyright and/or trademark infringement, please notify Propell, and provide the following information (“Notice”):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright/trademark interest
- a description of the copyrighted work and/or trademark claimed to have been infringed;
- a description of where the claimed infringing Content is located on our Site;
- your address, telephone number, and e-mail address;
- a statement by you that have a good faith belief that the disputed use is not authorized by the copyright/trademark 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 authorized to act on behalf of the owner of the copyright/trademark interest involved.
- Disclaimers and Exclusions.
THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND WEB STORES ON DEMAND, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND YOU WAIVE ALL WARRANTIES BY WEB STORES ON DEMAND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE SITE AND PRODUCTS AND SERVICES OFFERED THROUGH THE SITE. WEB STORES ON DEMAND DOES NOT WARRANT AND YOU WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE SITE OR THE ACCURRACY, TIMELINESS OR RELIABILITY OF THE SITE.
- Limitation of Liability.
WEB STORES ON DEMAND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE OR THE SERVICES PROVIDED THROUGH THE SITE OR THESE TERMS AND CONDITIONS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS AND CONDITIONS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE GREATER OF THE AMOUNT PAID BY WEB STORES ON DEMAND TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR $100.00.
You will release, defend, indemnify and hold harmless Propell (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) from and against any expense, loss, cost or liability actions resulting from or related to (i) your use of the Site or products or services offered through the Site, including without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of Site; (iii) Web Stores negligence or any tortuous acts (or failures to act) of Propell; (iv) products or services offered through the Site; and (v) any breach by you of these Terms and Conditions.
- Termination. In its sole discretion, with or without notice to you, Propell may: (i) suspend, limit your access to or terminate your use of the website and/or the Propell service; (ii) suspend, limit your access to or terminate your account; (iii) remove any of your Content from Propell servers and directories and (iv) prohibit you from using Propell service and/or the website.
- Survival. Notwithstanding Section 9.1 above, these Terms and Conditions will survive indefinitely unless and until Propell chooses to terminate these Terms and Conditions.
- Effect of Termination. If you or Propell terminates your use of the Site or the Propell service, Propell may delete any Content or other materials relating to your use of Web Store’s on Demand’s service or otherwise in its possession and Propell will have no liability to you or any third party for doing so.
In the event that any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will only attach to the provision affected and shall not affect or render invalid any other provision of this Agreement.
These Terms and Conditions will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Florida without reference to conflict of law principles. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Orange County, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorneys’ and costs to the prevailing party. These Terms and Conditions are not assignable or transferable by you without the prior written consent of Propell. These Terms and Conditions (including all of the policies and other Agreements described in these Terms and Conditions, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these Terms and Conditions will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Propell are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms and Conditions. The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of any other provision of these Terms and Conditions, all of which will remain in full force and effect.