Terms of Use
The Interesting Bits
We call this our Terms of Use, rather than Terms of Service, to emphasize that the relationship between the developers and users and collaborators is more than just this website service.
Most of this Terms of Use agreement is a fairly standard legal contract, so we can interface with the rest of the legal world. However, the innovative parts of the agreement are found in other linked documents, as noted in the second paragraph of the Terms of Use below. Some of these are viewable via the Terms of Use in the User Area, since they make more sense in the context of the complete ProxThink ideas and tools. These User Area documents include the Collaboration Deal, Intellectual Property (IP) Deal, Quick IP Deal and Limits of Use. Note that the IP Deal is summarized briefly in the Quick IP Deal.
We designed the various agreements and deals that make up the Terms of Use to encourage growth for yourself, your proximities, our combined proximities, and for other people in related proximities.
These agreements and deals are built upon the ProxThink Growth Model, which is built upon ProxPatterns. As such, they can be adopted and/or adapted to many kinds of situations. You may become interested in adopting or adapting the Proxri Deal and Growth Model for your project, organization or enterprise. If you do, we ask you to proxri (ProxReward) us for developing, pioneering and promoting some new ways of growing and relating.
Terms of Use
The following terms and conditions govern all use of the ProxThink.com website and all content, services and products available at or through the website, including, but not limited to, specific Services offerings, the blog ProxThink River, the ProxThink social media pages (on Google+, Facebook, LinkedIn, etc.), the ProxThink YouTube Channel, and the mobile and backup site ProxThink go (taken together, the "Website"). The Website is owned and operated by David Loughry ("Company").
The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, agreements (including, without limitation, Company's Proxri Deal, Collaboration Deal, Online Session Agreement, Intellectual Property (IP) Deal, Quick IP Deal, Limits of Use, Privacy Policy and Trademarks, all of which are viewable via the Terms of Use in the User Area) and procedures that may be published from time to time on this Website by Company (collectively, the "Agreement").
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website or using any of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Company, acceptance is expressly limited to these terms.
- Your ProxThink.com Account. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account. You must immediately notify Company of any unauthorized uses of your account or any other breaches of security. Company will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
- Responsibility of Content Contributors. As mentioned above, these terms govern all use of the ProxThink.com website and all content, services and products available at or through the website, including, but not limited to, specific Services offerings, the blog ProxThink River, the ProxThink social media pages (on Google+, Facebook, LinkedIn, etc.), the ProxThink YouTube Channel, and the mobile and backup site ProxThink go (taken together, the "Website"). So, for example, this section about Content contributors applies to Services offerings such as Let's ProxThink sessions and Google+ Hangouts On Air (which may also appear on the ProxThink YouTube Channel).
If you participate in Services offerings, or comment on the Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, video, audio or computer software. By making Content available, you represent and warrant that:- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Company or otherwise.
By submitting Content to Company, you grant Company a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting the Website. An exception to this would be recordings of Let's ProxThink non-public sessions, where such use would require the permission of the content contributor (see the Online Session Agreement). If you delete Content, Company will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
By submitting Content to Company, in accord with our Collaboration Deal, you also gain the possibility of ProxRewards (proxri). See the Collaboration Deal for details.
Without limiting any of those representations or warranties, Company has the right (though not the obligation) to, in Company's sole discretion (i) refuse or remove any content that, in Company's reasonable opinion, violates any Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Company's sole discretion. Company will have no obligation to provide a refund of any amounts previously paid.
- Payments and ProxRewards (Proxri). Company will have no obligation to provide a refund of any amounts previously paid or rewarded as a ProxReward (Proxri). Rewarding with ProxRewards, regardless of size or kind, does not give an individual or group the ability to direct how the ProxThink website and set of ideas will grow or change, as such decisions are made in relationship with a wide variety of elements.
- Responsibility of Website Visitors. Company has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Company does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Company disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
- Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which ProxThink.com links, and that link to ProxThink.com. Company does not have any control over those non-ProxThink websites and webpages, and is not responsible for their contents or their use. By linking to a non-ProxThink website or webpage, Company does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Company disclaims any responsibility for any harm resulting from your use of non-ProxThink websites and webpages.
- Copyright Infringement and DMCA Policy. As Company asks others to respect its intellectual property (IP) rights (see also our IP Deal), it respects the intellectual property rights of others. If you believe that material located on or linked to by ProxThink.com violates your copyright, you are encouraged to notify Company in accordance with Company's Digital Millennium Copyright Act ("DMCA") Policy. Company will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Company or others, Company may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, Company will have no obligation to provide a refund of any amounts previously paid to Company.
- Intellectual Property. This Agreement does not transfer from Company to you any Company or third party intellectual property (IP), and all right, title and interest in and to such property will remain (as between the parties) solely with Company, and subject to our IP Deal. ProxThink, ProxThink.com, the ProxThink logo, and all other trademarks (see Trademarks), service marks, graphics and logos used in connection with ProxThink.com, or the Website are trademarks or registered trademarks of Company or Company's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Company or third-party trademarks.
- Changes. Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Company may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Termination. Company may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ProxThink account (if you have one), you may simply discontinue using the Website, or notify Company via email to delete your account. Company can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties. The Website is provided "as is". Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Company nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
- Limitation of Liability. In no event will Company, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interuption of use or loss or corruption of data; or (iv) for any amounts that exceed the amounts paid by you to Company under this agreement during the twelve (12) month period prior to the cause of action. Company shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the Company Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
- Indemnification. You agree to indemnify and hold harmless Company, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
- Miscellaneous. This Agreement constitutes the entire agreement between Company and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Company, or by the posting by Company of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Company may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Acknowledgment and Notice
Thanks to WordPress.com for making their Terms of Service, which we modified to create our Terms of Use above, available under a Creative Commons license. However, rather than a Creative Commons license, this website operates under the various agreements mentioned in this Terms of Use, which we believe are more flexible and have greater potential to create vibrant and sustainable proximities.
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