Terms of Service

BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE I AGREE BUTTON, YOU SUBMIT TO SITE9, INC. ("WE" OR "SITE9") AN OFFER TO OBTAIN THE RIGHT TO ACCESS AND USE THE SITE9 SOFTWARE-AS-A-SERVICE PRODUCT KNOWN AS "PROTOSHARE" (OR ANY SUCCESSOR IN NAME THERETO) (THE "SITE9 SERVICE") UNDER THE PROVISIONS OF THESE PROTOSHARE TERMS OF SERVICE (THE "TERMS OF SERVICE"). ANY NEW FEATURES OR TOOLS WHICH ARE ADDED TO THE SERVICE SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE UNLESS OTHERWISE INDICATED BY SITE9.

BY CLICKING THE "I AGREE" BUTTON, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO BIND THE PERSON AND/OR ENTITIES (COLLECTIVELY, THE "CUSTOMER") WISHING TO USE THE SITE9 SERVICE. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER OR YOU OR THE CUSTOMER DO NOT AGREE TO ANY OF THE TERMS BELOW, SITE9 IS UNWILLING TO PROVIDE THE SITE9 SERVICE TO THE CUSTOMER, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE ORDER PROCESS.

  1. Access and Use Rights.
    1. Through your paid subscription you will have the right to access and use the features and functionality of the Site9 Service. Site9 or its suppliers will host the Site9 Service for Customer's benefit.
    2. During the registration and ordering process, Customer will have the ability to choose from various levels of usage based upon your anticipated needs. These factors (Usage Variables) will include (a) the number of users for whom you wish to purchase subscription licenses (each a User), (b) the size of the project for which Customer wishes to use the Site9 Service, measured in terms of the number of prototype pages you create, and (c) storage size for the Content (defined below) intended to be utilized.
    3. Site9's pricing will be based on the selected Usage Variables and all rights to use the Site9 Service are limited to Customer's then-current Usage Variables. However, if Customer attempts to exceed any one of the designated Usage Variables, Customer will be notified of the need to pay additional fees to upgrade the subscription.
  2. Requirements and Restrictions.
    1. All Users must be 13 years or older to use the Site9 Service. Customer is responsible for any and all use of the Site9 Service by Users and any breach of these Terms of Service by any such User shall be deemed a breach by Customer. Site9 strongly suggests that Customer contractually ensure that its Users comply with these Terms of Service.
    2. All information provided by you and all Users and during the registration, ordering and log in process must be fully accurate and complete. We will use such information only in accordance with our Privacy Policy located at www.protoshare.com/privacy (or such other address provided by Site9). Our Privacy Policy is incorporated herein by reference.
    3. You and Customer are responsible for keeping all passwords and user log in information confidential and secure. Site9 cannot and will not be liable for any loss or damage from your failure to maintain the security of any account and password.
    4. All Users and must at all times comply with Site9's Acceptable Use Policy which can be found at www.protoshare.com/aup (or such other address provided by Site9). Our Acceptable Use Policy (AUP) is incorporated herein by reference.
    5. You and Customer understand that Site9 has no control over the designation of Users. Therefore, Customer will be solely responsible for any and all actions of any Users while using the Site9 Service, including, without limitation, any and all text, images, videos and other content (Content) uploaded or otherwise made available through the Site9 Service.
    6. Neither you, Customer nor any User may (a) use or sublicense any rights granted hereunder for the benefit of any person or entity other than Customer, (b) reverse engineer, disassemble or decompile the Site9 Service or any component thereof, (c) remove, alter or obscure Site9's name or logo or notices as displayed on any portion of the Site9 Service, (d) use the Site9 Service (i) in any manner except as provided for in these Terms of Service or (ii) in any manner that violates any applicable law, rule or regulation or (e) in any way access, use, or copy any portion of the Site9 Service (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Site9 Service.
  3. General Conditions.
    1. We own the Site9 Service and grant only the limited rights described herein. Customer retains ownership to the Content but grants us the right to host, reproduce and perform it as necessary to perform the Site9 Services. Customer acknowledges that the Site9 Service permits Users to display Content to third parties and we have no control over any disclosure of Content by Users.
    2. We reserve the right to modify or terminate the Site9 Service for any reason, without notice at any time. If Site9 terminates the Site9 Service (other than as a result of non-payment or other breach by Customer), Site9 will return any unused portion of fees paid for the current subscription period.
    3. We reserve the right to refuse service to anyone for any reason at any time.
    4. All use of the Site9 Service is at the sole risk of the user. SITE9 MAKES NO GUARANTEES REGARDING THE SITE9 SERVICE AND DISCLAIMS ALL WARRANTIES REGARDING THE SITE9 SERVICE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PURPOSE. Site9 does not warrant that the Site9 Service will be uninterrupted, timely, secure, or error-free. Site9 does not warrant that the results that may be obtained from the use of the Site9 Service will be accurate or reliable.
    5. All Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
    6. We may, but have no obligation to, remove Content that we or our suppliers determine in our respective sole discretion violate the AUP, these Terms of Service or are otherwise objectionable. However, Customer acknowledges that we have no duty or obligation to monitor any Content made available through the Site9 Service.
    7. IN NO EVENT SHALL SITE9 BE LIABLE TO CUSTOMER, USERS OR TO ANY OTHER THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA). SITE9'S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER, USERS OR TO ANY OTHER THIRD PARTY, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SERVICE AND THE SITE9 SERVICES SHALL NOT EXCEED, IN THE AGGREGATE THE FEES ACTUALLY PAID TO SITE9 BY CUSTOMER UNDER THESE TERMS OF SERVICE AS OF THE DATE OF THAT SUCH LIABILITY FIRST ARISES.
    8. Customer agrees to indemnify, defend (at our option) and hold Site9 and (as applicable) it's parent, subsidiaries, affiliates, officers, directors, agents and employees harmless from any damages, claim or demand, cost, including reasonable attorney's fees or liabilities of any other kind due to or arising out of any breach of these Terms of Service by it, any User or any third party under its control.
    9. Technical support is only provided to paying account holders and is only available via email, or other means, depending on subscription plan.
    1. Upon completion of a project performed using the Site9 Service, Customer will have the ability to download the finished worked product in a pre-determined format. We strongly encourage you to do this in a timely manner. We routinely purge old accounts to provide additional bandwidth and storage. If we purge any Content or work product after a project has been completed, we will not be liable for any loss of such Content or work product. It is Customer's responsibility to maintain a copy of such Content and work product.
  1. Payment of Fees.
    1. Customer must pay the appropriate amount required based on the Usage Variables. A valid credit card may be required for paying accounts. If Customer provides a credit card for payment of fees under these Terms of Service, Customer hereby authorizes Site9 to charge such credit card the requisite amount of fees payable and Customer agrees not to dispute such charges with its credit card company. Alternatively, Site9 may issue invoices to Customer which are then payable pursuant to the provisions below. All payments must be made in US Dollars.
    2. If Customer is paying by credit card, charges will be automatically billed to the credit card on file. If Customer is to receive an invoice for amounts due, then Site9 will deliver such invoice to Customer (which may include delivery via email, by display on the ProtoShare Billing Details Page or through post mail). Invoices must be paid net 15.
    3. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only those based on our net income.
    4. Prices for Site9 Services are subject to change upon 14 days notice from Site9. Such notice may be provided at any time by posting the changes to the Site9 website or the Administration Menu of the Site9 Service. Any price change becomes effective in the next subscription period that begins after completion of the above-described notice period.
  2. Cancellation, Term and Termination.
    1. Unless the Site9 Service is cancelled by Customer in accordance with these Terms of Service, at the conclusion of any subscription period, the Site9 Service will be renewed automatically for an equivalent subscription period.
    2. Customer may cancel its account at any time from within the main Administration Menu of the Site9 Service, or by contacting Site9. Customer is solely responsible for any damages or losses resulting from cancelling its account. If Customer cancels during the middle of a subscription period, then (a) access to the Site9 Service will terminate immediately, (b) Customer will not receive a refund for any days remaining in the then-current subscription period, and (c) billing will cease other than for amounts then-outstanding.
    3. Site9 may also terminate these Terms of Service if Customer does not provide a valid credit card for the payment of fees hereunder. If the credit card is invalid, we will notify Customer and attempt to charge the card again in 72 hours. If the credit card is invalid again, we will notify Customer once again, and if we are not provided a valid replacement credit card within 72 hours we will terminate access to the Site9 Service until we are paid in full. In such event we may purge the Content as described above.
    4. We may also immediately terminate these Terms of Service and access to the Site9 Service upon any breach of the terms and conditions of these Terms of Service or in the event of any fraudulent activity involving the Site9 Service.
  3. Collection of Personal Data; Safe Harbor Compliance.
    1. You and Customer acknowledge that in connection with registering for and using the Site9 Service, Users will be required to provide certain personal information which may include, without limitation, name, address, email address and, for purposes of making payments, credit card information. You are required to notify all Users of such collection and obtain their prior consent with respect to such collection. Site9 will use such information and data should only to facilitate and provide the Site9 Services. As stated in our Privacy Policy, we will not disclose such information or data without the User's consent and we will take all reasonable efforts to keep such information and data secure from any potential abuses. We seek to maintain compliance with the United States Safe Harbor arrangement to comply with the EU Directive 95/46/EC on the protection of personal data. If you, Customer, or any User feels that any personally identifiable information has been or could have possibly been compromised or used or disclosed in violation of the foregoing requirements, please contact us as privacy@protoshare.com.
  4. General.
    1. Nothing in these Terms of Service shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. These Terms of Service further control the actions of all party representatives, officers, agents, employees and associated individuals. The terms of these Terms of Service shall be binding on the parties, and all successors to the foregoing who take their rights hereunder. We may assign these Terms of Service or any rights and/or delegate its obligations hereunder without prior approval. Customer may not, however, assign or delegate its rights and obligations under these Terms of Service (in whole or in part) without the prior written approval of Site9. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to and waivers of the terms of these Terms of Service must be in a writing that is signed by the parties hereto and expressly references these Terms of Service. These Terms of Service and the use of the Site9 Service shall be governed by the laws of the State of Oregon, without regard to Oregon conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to these Terms of Service shall be the state or federal courts located in Multnomah County, Oregon. In the event that any provision of these Terms of Service conflicts with governing law or if any provision is held to be ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of these Terms of Service shall remain in full force and effect. No waiver of any breach of any provision of these Terms of Service shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms of Service together with all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or communications. Any contrary terms on any purchase order or similar document submitted by Customer to Site9 will have no effect and are hereby rejected. All notices, consents and approvals under these Terms of Service must be delivered in writing by courier, by facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address for their respective headquarters in the United States, attention: President.