Access to this website is granted by PROTEUS L.L.C., its subsidiaries and its partners represented on this website (hereinafter known collectively as PROTEUS) subject to the following terms and conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS WEBSITE AND ANY WEB PAGE HEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT ACCEPT ANY OF THESE TERMS AND CONDITIONS, PLEASE DISCONTINUE YOUR ACCESS IMMEDIATELY TO THIS WEBSITE OR ANY WEB PAGE HEREOF IMMEDIATELY.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PROTEUS BY ACCEPTING THIS DOCUMENT AND COMPLETING YOUR ACCOUNT CREATION PROCESS OR APPLICATION INSTALLATION, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR YOUR COMPANY TO THIS AGREEMENT. If you do not agree, you may decline this Agreement by not completing the Account Creation Page, or by not entering "Yes" or agreeing to accept this document during the installation and configuration steps of an application installation, and discontinuing the account creation process or the application installation and/or configuration processes.
"Agreement" means these terms and conditions together with all applicable policies, procedures and/or guidelines, including without limitation the privacy notice, that appear on the PROTEUS website from time to time, which are hereby incorporated by this reference into, and made part of, this Agreement.
"PROTEUS", “we” or “us” means PROTEUS, "PROTEUSCMS SaaS" is a set of services and applications that enables the integration of online storage and services into third party applications ("Applications"). The term "PROTEUSCMS SaaS" includes any data, images, text, and content, APIs, tools or other information or materials provided by PROTEUS through or in PROTEUS CMS SaaS including any beta or test applications, services, and features.
This Agreement applies to all PROTEUSCMS SaaS or customer support packages that you sign up for.
You may use the PROTEUSCMS SaaS in accordance with the terms and conditions described in this Agreement.
You may use ProteusCMS SaaS to store, process and retrieve data. You acknowledge that neither Proteus nor its affiliates are responsible in any manner, and you are solely responsible, for your data. While we may track information regarding your usage of ProteusCMS SaaS, we will not disclose, sell or license your data, except as may be necessary to comply with subpoenas, court orders, or other legal requirements.
You are responsible for complying, and you represent, warrant and covenant that you will at all times comply, with all applicable laws or regulations of any applicable jurisdiction. You may not, and represent, warrant and covenant that you will not, nor will you allow or enable any third party to, use ProteusCMS SaaS : (i) in a manner that infringes, violates or misappropriates any third party’s intellectual property rights; (ii) to engage in spamming or other impermissible advertising or marketing activities, or in any manner that otherwise violates anti-spamming laws and regulations; (iii) in a way that is otherwise illegal or promotes illegal activities, including without limitation in any manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age. You further represent and warrant that your data is not obscene, libelous, defamatory or otherwise malicious or harmful to any person or entity.
You may not, nor will you allow or enable any third party to, interfere or attempt to interfere in any manner with the functionality or proper working of ProteusCMS SaaS.
You agree to provide such additional information and/or other materials related to your Application as reasonably requested by us to verify your compliance with this Agreement.
If your Application is determined (for any reason or no reason at all, in our sole discretion) to be unsuitable for ProteusCMS SaaS, we may suspend your access to ProteusCMS SaaS or terminate this Agreement at any time, without notice.
2. SERVICE FEES
Proteus currently charges for Services at the rates and on the terms set forth in the proposal and Contract for such Service. In consideration of your use of the Services, you agree to pay the amounts set forth.
The ProteusCMS SaaS and products offered by its partners are protected by copyright, trademark, patent, trade secret, and other laws. In no event may you reverse engineer or copy ProteusCMS SaaS. In the case of breach of stated reverse engineering or copying protection, Proteus retains the right to pursue all claims and damages resulting from such an act. You retain all intellectual property rights you may have in the Applications you create which are based on or utilize ProteusCMS SaaS. You hereby release and covenant not to sue Proteus or its affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Applications, or any intellectual property you develop that is based on, uses, or relates to ProteusCMS SaaS; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to ProteusCMS SaaS. Proteus, our affiliates and our applicable licensors retain all intellectual property rights (including all worldwide patent, trademark, copyright, and other proprietary rights) in and to ProteusCMS SaaS, and any derivative works of the Proteus, including without limitation those created by or for Proteus pursuant to any Beta Test program outlined in Section 6 below. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY Proteus, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS.
We disclaim all liability, and you will be solely responsible for, the development, operation, and maintenance of your Application and for all materials that appear on or within your Application. We further disclaim all liability for any failure of your application to interface with the ProteusCMS SaaS for any reason.
You agree to indemnify, defend and hold harmless Proteus, its directors, officers, employees, suppliers, licensors, agents, and any third party content providers, from and against any losses, damages, claims, costs, expenses, demands, and actions, due to or arising out of your use of the ProteusCMS SaaS, your access or connection to the ProteusCMS SaaS, your violation of these Terms, or your violation of any rights of another. These obligations will survive any termination of your relationship with Proteus or your use of the ProteusCMS SaaS. Proteus reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with Proteus in asserting any available defenses.
5. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
5.1 You assume total responsibility and risk for your use of the ProteusCMS SaaS. Proteus does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the ProteusCMS SaaS, any merchandise, information or service provided through the ProteusCMS SaaS, and Proteus shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. The ProteusCMS SaaS and any software made available on the ProteusCMS SaaS are provided on an "as is, as available" basis.
5.2 Proteus makes no warranty that (i) the ProteusCMS SaaS will meet your requirements or will always be accessible, (ii) the ProteusCMS SaaS will be uninterrupted, timely, secure, error-free or free from computer virus or other invasive or damaging code, (iii) the results that may be obtained from the use of the ProteusCMS SaaS will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the ProteusCMS SaaS will meet your expectations, and (v) any errors in the ProteusCMS SaaS will be corrected.
5.3 Any content downloaded, uploaded or otherwise obtained through the use of the ProteusCMS SaaS is done at your own discretion and risk. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the ProteusCMS SaaS.
6. LIMITATION OF LIABILITY
Proteus does not assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product or process disclosed on the ProteusCMS SaaS or other contents accessible from the ProteusCMS SaaS. In no event shall Proteus be liable for any incidental, consequential, direct, indirect or any losses or damages whatsoever (including, but not limited to, loss or corruption of data, loss of profits, goodwill, bargain or opportunity or loss of anticipated savings, or business interruption, or any other loss, whether in an action of contract, negligence or other tortious action), arising out of or in connection with the use of or inability to use the ProteusCMS SaaS, delays, inaccuracies or errors in the information or in the transmission of the ProteusCMS SaaS, or any information or transactions provided on or over the ProteusCMS SaaS or downloaded or hyperlinked from the ProteusCMS SaaS, or performance of the contents on this ProteusCMS SaaS, even if Proteus has been advised of the possibility of such damages.
If you are dissatisfied with any portion of the ProteusCMS SaaS, or with any of the Terms, your sole and exclusive remedy is to discontinue using the ProteusCMS SaaS.
7. INTELLECTUAL PROPERTY RIGHTS
Content (including, but not limited to, information, communications, software, images and sounds contained on or available through the ProteusCMS SaaS) is provided by Proteus , its content providers and third parties licensors. The intellectual property rights to or over the contents contained in each ProteusCMS SaaS belong to Proteus, its content providers and/or third parties licensors. All rights are reserved. The contents of the ProteusCMS SaaS cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of Proteus . You agree that the material and content contained within or provided by the ProteusCMS SaaS is for your own personal use only and may not be used for commercial purposes or distributed commercially.
Your access to or use of the ProteusCMS SaaS should not be construed as granting, by implication, estoppel or otherwise, any license or right to use the trademarks, tradenames, logos or service marks appearing on the ProteusCMS SaaS without Proteus ’s prior written consent. You may not, without Proteus ’s prior written consent, use any of such trademarks, tradenames, logos or service marks as a hyperlink to the ProteusCMS SaaS or any other websites.
You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate the ProteusCMS SaaS or create derivative works based on the ProteusCMS SaaS. For purposes of these Terms, "reverse engineering" shall include the examination or analysis of the ProteusCMS SaaS to determine the source code, structure, organization, internal design, algorithms or encryption devices of the ProteusCMS SaaS’s underlying technology.
Your access to or use of the ProteusCMS SaaS, as well as these Terms shall be governed by, and construed in accordance with Nebraska, United States laws and you agree to submit to the exclusive jurisdiction of the Nebraska, United States courts.
Proteus’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.
If any part of these Terms is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.
These Terms are for the benefit of Proteus and its directors, officers, employees, suppliers, licensors, agents, and any third party content providers to the ProteusCMS SaaS. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.