TERMS OF SERVICE

We reserve the right to withdraw or amend this Site, and any Service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Site.
• Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

You are solely and fully responsible for all activities that occur under your user name, password, or account. Promowise may assume that any communications it receives through your account have been made by you unless Promowise receives notice otherwise. Promowise expressly disclaims any liability from misuse of your account.

You will not sell, transfer, or assign your account or any account rights. Accounts may only be set up by the individual that is the subject of the account, and who is of the age of majority. We generally do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate in our sole and exclusive discretion, with or without notice.

YOU ARE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SERVICE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSMISSIONS, ORDERS, PAYMENTS, FINANCIAL TRANSACTIONS, AND OTHER OBLIGATIONS INCURRED THROUGH SUCH ACCESS OR USE.

Promowise provides you with access to and use of its B2B content syndication research platform in exchange for a subscription fee (the “Paid Subscription”). From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Promowise reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability.

3. OUR SERVICES, PAID SUBSCRIPTIONS, AND TRIALS

Promowise provides you with access to and use of its B2B content syndication research platform in exchange for a subscription fee (the “Paid Subscription”). From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Promowise reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability.

4. PAYMENT AND TERMS

(a) Automatic Renewal of Paid Subscriptions. If you purchase a Paid Subscription, you acknowledge and agree that YOUR PAID MEMBERSHIP WILL AUTOMATICALLY RENEW ON A MONTHLY OR YEARLY BASIS, DEPENDING ON WHICH PAID SUBSCRIPTION OPTION YOU SELECT.

(b) Automatic Renewal of Trials. For some Trials, you may be required to provide your payment details to start the Trial. If you elect to and do so participate in a Trial by providing your payment details in conjunction with the Trial, you acknowledge and agree that AT THE END OF SUCH TRIAL WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL USING SUCH PAYMENT DETAILS. THEREAFTER, YOUR NEW PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY OR YEARLY BASIS, DEPENDING ON WHICH TRIAL OPTION YOU SELECTED. THIS PAID SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY YOU OR US IN ACCORDANCE WITH THESE TERMS.

IF YOU DO NOT WANT TO BE AUTOMATICALLY CHARGED FOR YOUR TRIAL, YOU MUST CANCEL THE TRIAL IN ACCORDANCE WITH THESE TERMS BEFORE THE END OF THE TRIAL.

(c) Payment of Subscription Fees. You further acknowledge and agree that your Paid Subscription has an initial and recurring fee (“Subscription Fee”), which shall be determined by the quote accepted by and provided to you when you purchase a Paid Subscription or begin a Trial for your selected Paid Subscription. By agreeing to pay this Subscription Fee, you accept responsibility for, and agree to pay, all Subscription Fees prior to cancellation of your Paid Subscription. You also affirmatively and expressly authorize us to charge your debit card, credit card, and payment provider when your Paid Subscription begins, and then again at the beginning of any subsequent renewal term. If your payment details change, your card provider may provide us with the updated payment details, and we reserve the right to use these updated details for future charges in order to help prevent any interruption to the delivery of Service.

Upon renewal of your Paid Subscription, if Promowise does not receive payment from your payment provider, or your debit or credit card declines, (a) you agree to pay all amounts due on your account upon demand, and (b) you agree that Promowise may either terminate or suspend your account and Paid Subscription and continue to attempt to charge you until payment is received (upon receipt of payment, your account will be re-activated, and for purposes of automatic renewal, your new Paid Subscription renewal term will begin as of the day payment was received).

(d) Modifications to Price or Renewal Terms. If the price to renew your Paid Subscription increases, or any terms regarding the automatic renewal of your Paid Subscription changes, Promowise will notify you of any such increase or change and, if applicable, how to accept such increases or changes, in writing prior to the commencement of the next renewal term to or in which the increase or change applies.

PRICE CHANGES FOR PAID SUBSCRIPTIONS WILL TAKE EFFECT AT THE START OF THE NEXT SUBSCRIPTION PERIOD FOLLOWING THE DATE OF THE PRICE CHANGE. AS PERMITTED BY APPLICABLE LAW, YOU ACCEPT THE NEW PRICE BY CONTINUING TO USE THE PROMOWISE SERVICE AFTER THE PRICE CHANGE TAKES EFFECT. IF YOU DO NOT AGREE WITH THE PRICE CHANGE, YOU MUST CANCEL YOUR PAID SUBSCRIPTION PRIOR TO THE PRICE CHANGE GOING INTO EFFECT, IN ACCORDANCE WITH THESE TERMS.

(e) Cancellation Procedures. YOU MUST CANCEL YOUR TRIAL OR PAID SUBSCRIPTION THROUGH YOUR PROMOWISE ACCOUNT’S SETTINGS PAGE OR TERMINATE YOUR PROMOWISE ACCOUNT BY SUBMITTING A TERMINATION REQUEST BEFORE THE END OF THE TRIAL OR CURRENT SUBSCRIPTION PERIOD TO AVOID BEING CHARGED FOR A TRIAL OR SUBSEQUENT SUBSCRIPTION PERIOD. YOU MAY ALSO CANCEL YOUR TRIAL OR PAID SUBSCRIPTION BY WRITING TO US AT SUPPORT@PROMOWISE.COM.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PROMOWISE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. CANCELLATION WILL TAKE EFFECT THE DAY AFTER THE LAST DAY OF THE CURRENT SUBSCRIPTION PERIOD.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF SERVICE

The Site and its entire contents, features, and functionality, including without limitation all information, copyrights, patents, trademarks, service marks, and trade names, as well as all logos, text, design, graphics, displays, video, logos, icons, images, audio, downloads, interfaces, code, and software, as well as the selection and arrangement thereof, and all other intellectual property (collectively, the “Content”), are all proprietary and owned or controlled by Promowise, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws to the fullest extent possible.

These Terms permit you to use the Site and Content for your personal, non-commercial use only. A limited, revocable, non-exclusive, non-transferable license is granted to temporarily download one copy of the intellectual property displayed via the Service for personal, non-commercial transitory viewing only. This is not a transfer of title, right, or interest in the Service or Content. The license does not give you the right to, and you are strictly prohibited from, copying the Content, modifying the Content, using the Content for any commercial purpose, publicly displaying the Content, attempting to decompile or reverse engineer the Content, removing any copyright, trademark, or other proprietary notations from the Content, or otherwise infringing upon the intellectual property rights of Promowise or its licensors. This license shall automatically terminate if you violate any of these restrictions, or any provision of the Terms, and may be terminated by Promowise at any time for any or no reason. Upon termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format. Except as expressly provided in these Terms, no assignments or license of intellectual property are granted by Promowise.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Promowise. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

 You agree to abide by our User Guidelines and not to use the Service, the Content, or any part thereof in any manner not expressly permitted by the Terms. Except as may otherwise be provided in these Terms, Promowise grants no right, title, or interest to you in the Service or Content.

7. TRADEMARKS

Promowise owns and uses trademarks on the Service, including but not limited to PROMOWISE and all related names, logos, product and service names, designs, and slogans. You must not use such marks without the prior written permission of the Promowise. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

 8. LINKED SITES

The Service is integrated with third-party applications, websites, and services (collectively, “Linked Sites”) to make available content, products, or services to you. Promowise has not reviewed all of the information on the Linked Sites, does not maintain Linked Sites, and cannot control the completeness, accuracy, or security of the content contained on any Linked Site. The content of, including materials and information contained on, any Linked Site is solely the responsibility of the provider of that Linked Site. Promowise is not responsible for the contents of any such Linked Site, and the inclusion of any link to a Linked Site does not imply endorsement by Promowise of the Linked Site. The views and opinions expressed in Linked Sites are those of the authors or third parties and do not necessarily reflect the official policy or position of Promowise. If you decide to access any Linked Site, you do this entirely at your own risk. References to any names, marks, products, or services of any third parties, third-party information, or Linked Sites are provided solely as a convenience to you, and do not constitute or imply an endorsement, sponsorship, recommendation of, or affiliation with, the third party or its products, services, behavior, features, or content. Promowise makes no representation or warranty as to any Linked Site products, services, behavior, features, or content, and you agree that Promowise shall 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 third-party products, services, behavior, features, or content available on or through any Linked Site or similar resource.

AS PERMITTED BY APPLICABLE LAW, BY USING OUR SERVICE OR SITE YOU UNDERSTAND AND AGREE THAT WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THESE THIRD-PARTY SERVICES. YOU FURTHER UNDERSTAND AND AGREE THAT PROMOWISE DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR THE OF ANY LINKED SITE OR FOR ANY TRANSACTION YOU MAY ENTER INTO WITH THE PROVIDER OF ANY SUCH LINKED SITE.

 9. USER CONTENT 

Promowise users may post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) to the Service. For the avoidance of doubt, “User Content” includes any such content posted to the Promowise Help & Support page, as well as any other part of the Service. If you provide feedback, ideas, or suggestions to Promowise in connection with the Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential, and you authorize Promowise to use that Feedback without restriction and without payment to you. Feedback is also considered a type of User Content.

All User Content must comply with the User Guidelines set out in these Terms.

Your User Content may be posted and transmitted to others at your own risk. We cannot control the actions of other users of the Service with whom you may choose to share your User Content. Any User Content you post to the site will be considered non-confidential and non-proprietary. All User Content may be retained by us indefinitely, even after you terminate your account. By submitting any User Content, you grant to Promowise a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use the User Content in any manner, including to create derivative works, without any compensation or notice to you.

Accordingly, by providing any User Content on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, publish, translate, modify, create derivative works from, and otherwise disclose to third parties any such material for any purpose and any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method, or technology, whether now known or hereafter created. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law), such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.

In addition to the foregoing, you represent and warrant that:

• You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

• Such User Content, or its use by Promowise as contemplated by these Terms, does not violate the Terms, applicable law, or the intellectual property, publicity, personality, or other rights of others, or imply any affiliation with or endorsement of you or your User Content by Promowise or any other individual or entity without express written consent from such individual or entity.

• All of your User Content does and will comply with these Terms.

• You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Promowise, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

• We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site.

Promowise may, but has no obligation to, monitor, review, or edit User Content. In all cases, Promowise reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Promowise’s sole discretion, violates these Terms. Promowise may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

You are solely responsible for all User Content that you post. Promowise is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST PROMOWISE RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WILL INDEMNIFY AND HOLD PROMOWISE HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND, INCLUDING REASONABLE ATTORNEY FEES AND COSTS, ARISING OUT OF SUCH CLAIM.

10. USER GUIDELINES

You may use the Site only for lawful purposes and in accordance with these Terms. The following is not permitted for any reason:

• Making any use of the Service or the Content which is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Service or Content, in whole or in part;
• Circumventing any technology used by Promowise, its licensors, or any third party to protect the Content or the Service;
• Selling, renting, sublicensing, or leasing of any part of the Service or the Content;

• Circumventing any territorial restrictions applied by Promowise, its licensors, or any third party to protect the Content or the Service;
• Removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
• Providing your password to any other person or using any other person’s username and password;
• Using the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
• Using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site not expressly authorized in these Terms, without our prior written consent;
• Using any device, software, or routine that interferes with the proper working of the Site;
• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site;
• Attacking the Site via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempting to interfere with the proper working of the Site in any way that disrupts the Service, or tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Promowise’s computer systems, network, usage rules, or any of Promowise’s security components, authentication measures, or any other protection measures applicable to the Service, the Content, or any part thereof.

You also agree not to use the Site:

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;

• To impersonate or attempt to impersonate, in a manner that is otherwise fraudulent, false, deceptive, or misleading, Promowise, a Promowise employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Promowise or users of the Site, or expose them to liability.

You are also prohibited from engaging in any activity, posting any User Content, or registering or using a username, which is or includes material that:

• Is offensive, abusive, defamatory, pornographic, threatening, or obscene;

• In any way violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), or is intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Promowise or a third party;

• Includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
• Is intended to or does harass or bully other users;
• Involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Promowise;
• Links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Promowise; or
• Conflicts with the Terms, as determined by Promowise.

You acknowledge and agree that posting any such User Content may result in immediate termination or suspension of your Promowise account. You also agree that Promowise may reclaim your username for any reason.

11. MONITORING AND ENFORCEMENT

We have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including the User Guidelines, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Promowise.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, to the extent permitted by law.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
• Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS PROMOWISE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

12. COPYRIGHT COMPLAINTS AND DMCA COPYRIGHT AGENT

Promowise complies with the copyright notice-and-takedown procedures set out in the United States Digital Millennium Copyright Act (DMCA), which applies to content reported and removed for violating U.S. copyrights. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice. We may share any notices and counter-notices submitted to us with others including your contact information, and by submitting any notices, you agree you have no expectation of privacy in your submission. 

Content owners of copyrighted material or their representing agents may submit a DMCA notice to our registered Copyright Agent if they believe that infringing activity has taken place on our Service. The abuse team will only consider valid reports of infringement, and you may submit a complete DMCA notice that features all of the points described below only if the representing party sending the request is the content owner or the authorized agent acting on behalf of the copyright owner. If you are not sure if Promowise has control over the allegedly infringed content, please obtain legal representation before contacting us. To be effective under the DMCA, any notification of claimed infringement must be in a written communication that includes substantially the following which must include a certification made under penalty of perjury:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, as well as information sufficient for Promowise to determine the legitimacy of the signature and the identity of the signatory;
2. Identification of the copyrighted work claimed to have been infringed, or, if a single notification covers multiple copyrighted works at a single online site, a representative list of such works at that site, including citation to the applicable copyright registrations where available;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Promowise to locate the material, including a timestamp and visible identification of the material in a screenshot or comparable medium, with all metadata intact, as well as a hyperlink or URL to the website or online content at issue;
4. Information reasonably sufficient to permit Promowise to contact the complaining party, including an email address, telephone number, and, if available, physical mail address;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Any such notifications of claimed infringement must be sent to the below contact with the subject line “DMCA NOTICE:”

Copyright Compliance Manager

Please note if any notification of claimed infringement does not meet the above requirements, Promowise has no responsibility to respond to or act on any such defective notification of claimed infringement. 

If you receive a notification of claimed infringement, you may submit a counter notification to us under the DMCA.  It must include the following, which includes a certification made under penalty of perjury:

1. Your physical or electronic signature, as well as information sufficient for Promowise to determine the legitimacy of the signature and the identity of the signatory;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of Illinois, if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or the Complainant’s authorized agent.

Any such counter-notification must be sent to:

 

13. RELIANCE ON INFORMATION POSTED

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

 This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, or reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Promowise, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Promowise. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

14. INFORMATION ABOUT YOU AND YOUR VISITS TO THE SITE

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

15. LINKING TO THE SITE AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Site may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Site.
• Send emails or other communications with certain content, or links to certain content, on this Site.
• Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites. 

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Site other than the homepage.
• Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the User Guidelines set out in these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

 We may disable all or any social media features and any links at any time without notice in our discretion.

16. NOTICE TO INTERNATIONAL VISITORS

If you are not a United States resident and you are accessing the Service from outside the United States, you agree to transfer certain information outside your home country to us and that you will follow all the laws that apply to you. Promowise’s servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law.   

 If you use our Site or engage our Service, and you are located outside of the United States, you understand and agree that (i) you consent to the transfer, storage, and processing of your information (including User Content and personal information) to and in the United States, in accordance with the terms and conditions of our Privacy Policy; (ii) you are not authorized to access or use the Service if you are using the Service from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals”; and (iii) you agree to comply with all applicable laws, rules, and regulations, including those in effect in the country in which you reside and the country from which you access the Service. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Promowise to any registration requirement within such jurisdiction or country.

17. SERVICE LIMITATIONS AND MODIFICATIONS

Promowise will make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Promowise reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Service or any function or feature thereof. You understand, agree, and accept that Promowise has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Promowise and the owners of any Content may further remove any such Content without notice to the extent permitted by applicable law.

18. CUSTOMER SUPPORT

For customer support with account-related and payment-related questions (“Customer Support Queries”), please contact us through the Help & Support section of our Site. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable timeframe, but we make no guarantees or warranties of any kind whatsoever that any Customer Support Queries will be responded to within any particular timeframe or that we will be able to satisfactorily answer any such queries.

19. TERMINATION AND SURVIVAL

You and we may terminate the Terms at any time. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Terms for any reason. You further understand and accept that Promowise may terminate the Terms or suspend your access to the Service at any time, including, without limitation, in the event of your actual or suspected unauthorized use of the Service or Content, or non-compliance with the Terms.=

If you or Promowise terminate the Terms, or if Promowise suspends your access to the Service, you agree that Promowise will have no liability or responsibility to you, and Promowise will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To terminate your Promowise account, please visit the Settings page of our website and submit a termination request.

20. DISCLAIMER AND LIMITATIONS OF LIABILITY

THE SERVICE AND ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE OR PURCHASED THROUGH THE SERVICE ARE PROVIDED TO YOU "AS IS" WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE SERVICE AND ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE THROUGH THE SITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE, AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SERVICE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE.

YOU USE THE PROMOWISE SERVICE AT YOUR OWN RISK. PROMOWISE DOES NOT WARRANT THAT THE PROMOWISE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROMOWISE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY, USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROMOWISE SERVICE. YOU UNDERSTAND AND AGREE THAT PROMOWISE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROMOWISE SERVICE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROMOWISE SHALL CREATE ANY WARRANTY ON BEHALF OF PROMOWISE IN THIS REGARD.

 PROMOWISE AND ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SERVICE, LINKED SITES, LINKED SITE CONTENT, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICE, LINKED SITES, LINKED SITE CONTENT, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROMOWISE HAS BEEN WARNED OR ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FURTHER, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICE OR FROM ANY INFORMATION OR MATERIALS ON THE SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. WHILE PROMOWISE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTIES, LINKED SITES, OR LINKED SITE CONTENT, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTIES AND LINKED SITES MAY BE GOVERNED BY SEPARATE AGREEMENTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO PROMOWISE, FOR ANY PROBLEMS OR DISSATISFACTION WITH SUCH THIRD PARTIES, LINKED SITES, OR LINKED SITE CONTENT, IS TO UNINSTALL AND STOP USING ANY SUCH LINKED SITES.  

OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM AGAINST PROMOWISE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE YOU FIRST KNOW OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered, to the maximum extent permitted by law, including but not limited to that permitted by California Civil Code Section 1542, which states “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

21. ASSIGNMENT

Promowise may assign the Terms or any part of them, and Promowise may delegate any of its obligations under the Terms. You may not assign the Terms or any part of them, nor transfer or sub-license your rights under the Terms, to any third party

22. INDEMNIFICATION

Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless Promowise and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, or expenses, including attorneys’ fees and costs, that may arise from or in connection with (a) your use of, or activities in connection with, the Service, including use of any good, product, or service purchased through the Service; (b) violation of these Terms by you; (c) any User Content; (d) your violation of any law or the rights of a third party; and (e) the acts or omissions of any other user. If you fail to promptly indemnify and defend a covered claim, Promowise shall have the right to defend itself, and in such case, you shall promptly reimburse Promowise for all of its associated costs and expenses. Promowise reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification.

23. ARBITRATION, CHOICE OF LAW, AND VENUE

Any dispute, claim, or controversy arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be submitted to and settled exclusively by binding arbitration, in accordance with the provisions of this section, subject only to any applicable requirement of law that you and Promowise engage in a preliminary, non-binding mediation or arbitration. Binding arbitration shall be conducted in accordance with the American Arbitration Association’s rules (the “AAA Rules”). Arbitration shall be held in Cook County, Illinois, and shall be held before an arbitrator selected pursuant to the AAA Rules who shall have no personal or pecuniary interest, either directly or indirectly, from any business or familial relationship with either you or us. The arbitrator(s) shall be bound to adjudicate all disputes in accordance with the laws of the State of Illinois and all decisions of the arbitrator will be final, binding, and conclusive on you and Promowise. Either you or Promowise may seek confirmation of the arbitration award in the Illinois state courts in and for Cook County, Illinois, and both parties hereby consent to the exclusive jurisdiction and venue of the Illinois state courts in and for Cook County, Illinois in any claim or action arising under this arbitration provision.

YOU AND WE ALSO AGREE TO WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL. ADDITIONALLY, UNLESS YOU AND WE AGREE OTHERWISE, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. ALSO, TO THE EXTENT AVAILABLE BY LAW, AND SUBJECT TO THE DAMAGE LIMITATIONS DISCUSSED HEREIN, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR, AND FOR THE BENEFIT OF, THE INDIVIDUAL PARTY SEEKING RELIEF.

All costs and expenses, including reasonable attorneys’ fees and experts’ fees, incurred by you or Promowise in any dispute that is determined and settled by arbitration or some other proceeding pursuant to these Terms shall be borne by the party determined to be liable in respect to such dispute; provided, however, that if complete liability is not assessed against only one party, then you and Promowise will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, you and we agree to continue performing their respective obligations under these Terms until the dispute is resolved.

If it is determined that arbitration is not permitted, has been waived, or is otherwise unavailable, then the sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to these Terms shall be an appropriate state or federal court located in Cook County, Illinois. You and Promowise hereby submit to the personal jurisdiction of the State of Illinois and the jurisdiction and venue of said courts. You and Promowise further agree that the laws of the State of Illinois, without regard to the principles of conflict of laws, shall govern these Terms and any dispute, claim, or controversy that has arisen or may arise related to these Terms. This paragraph shall not be read to conflict with the mandatory arbitration provision.

24. WAIVER AND SEVERABILITY

No waiver by Promowise of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Promowise to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

 If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

25. ENTIRE AGREEMENT

The Terms and our Privacy Policy constitute the sole and entire agreement between you and Promowise regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

26. YOUR COMMENTS AND CONCERNS

If you have any questions regarding these Terms or otherwise need to contact us, please email us at support@promowise.com; contact us by mail at 51 S GROVE AVE UNIT 2D ELGIN,  IL  60120  or call us via telephone at 708-402-8378.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Complaints and DMCA Copyright Agent policy in the manner and by the means set out therein.