Contact: info@prorank.ai

TERMS OF USE

Last Revised: April 2021

1. ACCEPTANCE OF TERMS

The services that ProRank provides to User is subject to the following Terms of Use (“TOU”). ProRank reserves the right to update the TOU at any time without notice to User. The most current version of the TOU can be reviewed by clicking on the “Terms of Use” hypertext link located under Resources – Documentation on our Web pages. 

  1. This Agreement, which incorporates by reference other provisions applicable to use of www.prorank.ai, client.prorank.ai, or any special deployment of the prorank.ai domain (hereafter referred to as “www.prorank.ai”) including, but not limited to, supplemental terms and conditions set forth hereof (“Supplemental Terms”) governing the use of certain specific material contained in www.prorank.ai, sets forth the terms and conditions that apply to use of www.prorank.ai by User. By using ProRank (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use www.prorank.ai is personal to User and is not transferable to any other person or entity. User is responsible for all use of User’s Account (under any screen name or password) and for ensuring that all use of User’s Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User’s password(s), if any.
  2. ProRank shall have the right at any time to change or discontinue any aspect or feature of www.prorank.ai, including, but not limited to, content, hours of availability, and equipment needed for access or use. 

2. CHANGED TERMS

ProRank shall have the right at any time to change or modify the terms and conditions applicable to User’s use of www.prorank.ai, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on www.prorank.ai, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of www.prorank.ai by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. 

3. DESCRIPTION OF SERVICES

Through its Web property, ProRank provides the User with access to a variety of resources, including download areas, communication forums and product information (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU.

4. EQUIPMENT

User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of www.prorank.ai and all charges related thereto. 

5. USER CONDUCT

  1. User shall use www.prorank.ai for lawful purposes only. User shall not post or transmit through www.prorank.ai any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without ProRank’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in ProRank’s discretion restricts or inhibits any other User from using or enjoying www.prorank.ai will not be permitted. User shall not use www.prorank.ai to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with ProRank.
  2. www.prorank.ai contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of www.prorank.ai are copyrighted as a collective work under the United States copyright laws. ProRank owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of ProRank and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material. 
  3. User shall not upload, post or otherwise make available on www.prorank.ai any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of www.prorank.ai, User automatically grants, or warrants that the owner of such material has expressly granted ProRank the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User’s personal use. User hereby grants ProRank the right to edit, copy, publish and distribute any material made available on www.prorank.ai by User. 
  4. The foregoing provisions of Section 5 are for the benefit of ProRank, its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. 

6. USE OF SERVICES

The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a “Communication Service” and collectively “Communication Services”). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:

  • Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). 
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. 
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information. 
  • Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same. 
  • Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party. 
  • Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another. 
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages. 
  • Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner. 
  • Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. 
  • Restrict or inhibit any other user from using and enjoying the Communication Services. 
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. 
  • Harvest or otherwise collect information about others, including email addresses. 
  • Violate any applicable laws or regulations. 
  • Create a false identity for the purpose of misleading others. 
  • Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof. 

ProRank has no obligation to monitor the Communication Services. However, ProRank reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. ProRank reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. ProRank reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ProRank’s sole discretion. 

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials. 

Always use caution when giving out any personally identifiable information in any Communication Services. ProRank does not control or endorse the content, messages or information found in any Communication Services and, therefore, ProRank specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized ProRank spokespersons, and their views do not necessarily reflect those of ProRank.

7. MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires User to open an account, User must complete the registration process by providing ProRank with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a username. User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for any and all activities that occur under User’s account. User agrees to notify ProRank immediately of any unauthorized use of User’s account or any other breach of security. ProRank will not be liable for any loss that User may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by ProRank or another party due to someone else using User’s account or password. User may not use anyone else’s account at any time, without the permission of the account holder. 

8. NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS YOUR WEBSITE ADDRESS

Any software that is made available to download from the Services (“Software”) is the copyrighted work of ProRank and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. 

The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. 

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, PRORANK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

FOR YOUR CONVENIENCE, PRORANK MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. PRORANK DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.

9. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS YOUR WEBSITE ADDRESS

Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. 

PRORANK AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PRORANK AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL PRORANK AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES. 

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PRORANK AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME. 

10. NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE

IN NO EVENT SHALL PRORANK AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES. 

11. MATERIALS PROVIDED TO PRORANK OR POSTED AT ANY OF ITS YOUR WEBSITE ADDRESS

ProRank does not claim ownership of the materials User provide to ProRank (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a “Submission” and collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting (“Posting”) User’s Submission User is granting ProRank, its affiliated companies and necessary sublicensees permission to use User’s Submission in connection with the operation of their Internet businesses (including, without limitation, all ProRank Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Submission; to publish User’s name in connection with User’s Submission; and the right to sublicense such rights to any supplier of the Services. 

No compensation will be paid with respect to the use of User’s Submission, as provided herein. ProRank is under no obligation to post or use any Submission User may provide and ProRank may remove any Submission at any time in its sole discretion. By Posting a Submission User warrants and represents to own or otherwise control all of the rights to User’s Submission as described in these Terms of Use including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the Submissions. 

In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part (“Images”), User warrant and represent that (a) User is the copyright owner of such Images, or that the copyright owner of such Images has granted User permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of User’s use and as otherwise permitted by these Terms of Use and the Services, (b) User have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, User is granting (a) to all members of User’s private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the Services, other than a private community), permission to use User’s Images in connection with the use, as permitted by these Terms of Use, of any of the Services, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Images without having User’s name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for a Images will terminate at the time User completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time User completely remove such Images. No compensation will be paid with respect to the use of User’s Images. 

12. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

  1. USER EXPRESSLY AGREES THAT USE OF PRORANK.AI IS AT USER’S SOLE RISK. NEITHER PRORANK, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT PRORANK.AI WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PRORANK.AI, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH PRORANK.AI.
  2. PRORANK.AI IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. 
  3. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT PRORANK IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER. 
  4. IN NO EVENT WILL PRORANK, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING PRORANK.AI OR THE PRORANK SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE PRORANK.AI. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE. 
  5. PRORANK HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. PRORANK DOES NOT WARRANT THAT THE SERVICES WILL PERFORM WITHOUT ERROR OR MATERIAL INTERRUPTION. SERVICES CANNOT BE PERFORMED 100% ACCURATELY AND NO WARRANTY OF ACCURACY IS PROVIDED BY PRORANK.
  6. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, PRORANK, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN PRORANK.AI, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. 
  7. FORCE MAJEURE – NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT. 

13. LINKS TO THIRD PARTY SITES

THE LINKS IN THIS AREA MAY LET YOU LEAVE PRORANK’S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF PRORANK AND PRORANK IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. PRORANK IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. PRORANK IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY PRORANK OF THE SITE. 

ProRank is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, ProRank has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of www.prorank.ai, are those of the respective author(s) or distributor(s) and not of ProRank Neither ProRank nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. 

In many instances, the content available through www.prorank.ai represents the opinions and judgments of the respective information provider, User, or other user not under contract with ProRank. ProRank neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on www.prorank.ai by anyone other than authorized ProRank employee spokespersons while acting in their official capacities. Under no circumstances will ProRank be liable for any loss or damage caused by a User’s reliance on information obtained through www.prorank.ai. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through ProRank. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

14. UNSOLICITED IDEA SUBMISSION POLICY

PRORANK OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN PRORANK’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO PRORANK, SO PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO PRORANK OR ANYONE AT PRORANK. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT PRORANK MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY. 

15. MONITORING

ProRank shall have the right, but not the obligation, to monitor the content of www.prorank.ai, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by ProRank and to satisfy any law, regulation or authorized government request. ProRank shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on www.prorank.ai. Without limiting the foregoing, ProRank shall have the right to remove any material that ProRank, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. 

16. NO WARRANTY FOR INFRINGING USES

Anything stated in this Agreement or in any other form or forum notwithstanding, ProRank does not warrant or authorize the use of the Services, or the results of the Services, in or with any specific type of software or business system, software or business process, or software or business method. ProRank does not and cannot authorize User to use the Services, or the results of the Services, in or with any method, manner, system, process or otherwise if such use would violate the legal rights of any third-party.

17. INDEMNIFICATION

User agrees to defend, indemnify and hold harmless ProRank, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of ProRank by User or User’s Account. 

ProRank will defend, indemnify, and hold User harmless against any legal claim that the ProRank used within the Services, and the Services itself standing alone and without reference to its use in, by, with, or inclusion in, any third-party system, method, manner or process, infringes or misappropriate any third party’s intellectual property rights. ProRank will defend, indemnify, and hold User harmless against any claim that the Services infringes the United States copyright, trademark, or service mark rights of any third party.

User agrees to indemnify, defend and hold ProRank (including but not limited to ProRank affiliates and licensors and each of its/their respective employees, officers, directors, and representatives) harmless from and against any and all third party claims, allegations, judgments, losses, liabilities, penalties or damages of any or every kind arising out of or relating to the Services, violation of these Terms and Conditions, User’s act of gross negligence or misconduct, User’s act or omission constituting violation of an applicable rule, law or regulation, User’s violation of the AUP, User’s or any End User’s use of the Services, or the results obtained from any use of the Services, in whole or in part, in any application, system, method, source code, manner or process which is alleged, claimed, or adjudged to violate any third party’s rights, including but not limited to privacy rights and intellectual property rights, breach of this Agreement or violation of applicable law by User or any End User, User Data or the combination of User Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by User Data or by the use, development, design, production, advertising or marketing of User Data, or a dispute between User and any End User. If ProRank or its affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, User will also reimburse ProRank for reasonable attorneys’ fees, as well as its employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at its then-current hourly rates.

The indemnified party must promptly notify the indemnifying party of any claim or allegation relative to an indemnified matter, but the failure to promptly notify will only reduce the indemnifying party’s obligations to the proportionate extent that the failure prejudices its ability to defend the claim. The indemnifying party may: (i) use counsel of its own choosing (subject to the written consent of the indemnified party, which shall not be unreasonably withheld) to defend against any claim; and (ii) settle the claim as it deems appropriate, provided that it obtains the prior written consent of the indemnified party before entering into any settlement, which shall not be unreasonably withheld. The indemnifying party may also assume control of the defense and settlement of the claim at any time; the indemnified party may appoint its own non-controlling counsel, at its own expense.

18. TERM & TERMINATION

Term: This document will continue for as long as the User has an active account, plus an additional 21 days. Each purchase/renewal of payment terms shall be deemed to constitute a new Term.

Termination for Cause: ProRank or User may terminate this Agreement for material breach. Without limiting the foregoing, ProRank shall have the right to immediately terminate User’s Account in the event of any conduct by User which ProRank, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement including the AUP. ProRank will notify User by written notice (at the email address last known to User.)

19. TAXES

User is responsible for any taxes (hereinafter defined as any duties, customs fees, VAT, tariff, or taxes other than ProRank’s income tax associated with the purchases hereunder, including any related penalties or interest), and User will pay ProRank for the purchases hereunder without any reduction for taxes. If ProRank is obligated to collect or pay taxes at any time, the taxes will be invoiced to User, unless User provides ProRank with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If User is required by law to withhold any taxes from its payments to ProRank, User must provide ProRank with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local taxes and the User is required to make a withholding of local taxes from amounts payable to ProRank, the value of Services calculated in accordance with the above procedure will be increased (grossed-up) by the User for the respective amount of local taxes and the grossed-up amount will be regarded as a taxes-inclusive price. Local taxes amount withheld from the taxes-inclusive price will be remitted to the applicable local tax entity by the User and User will ensure that ProRank will receives payment for its services for the net amount as would otherwise be due (the taxes-inclusive price less the local taxes withheld and remitted to applicable tax authority).

If required under applicable law, User will provide ProRank with applicable tax identification information that ProRank may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. User will be liable to pay (or reimburse ProRank for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Recipient.

20. CONFIDENTIALITY

The terms and conditions of this Agreement and any purchases hereunder, including but not limited to the payment terms of any purchase of Services, are confidential and may not be disclosed by ProRank or User to any third party except as may be required by law, or by ProRank to a third-party recipient with a bona fide need to know, provided that such recipient is bound by a non-disclosure agreement. User and ProRank agree to safeguard and protect this confidential information.

21. ONLINE POLICIES

This Agreement incorporates other policies which are also posted online, as described below (each an “Online Policy”; collectively “Online Policies”.)

  1. Acceptable Use Policy (AUP) refers to ProRank’s standard acceptable use policy posted at https://www.prorank.ai/acceptable-use-policy/, as such policy may change from time to time. User and anyone using the Users credentials to access the ProRank Services is deemed to be a “User” for purposes of the AUP.

User will comply with the AUP. Should ProRank in good faith believe that the User has materially breached the AUP, ProRank may suspend or terminate the User’s access to the Services, without a refund, in addition to such other remedies as ProRank may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires ProRank take any action to detect violations of this policy, the AUP, or any referenced policy, nor against Users or any other customer for violating such, but ProRank is free to take any such action it sees fit.

  1. Privacy Policy “Privacy Policy” refers to ProRank’s privacy policy, posted at https://www.prorank.ai/privacy-policy/, as such policy may change from time to time. User’s data will be handled in accordance with the Privacy Policy. The Privacy Policy applies only to the Services that does not apply to any third-party site or service linked to the Services or recommended or referred to through either Services or ProRank’s employees.
  2. Service Level Agreement “SLA” refers to ProRank’s Service Level Agreement, posted at https://www.prorank.ai/service-level-agreement/, as such policy may change from time to time. Should an event of any Service Failure, as that term is defined in the SLA, ProRank will offer User the remedy provided for in the SLA.
  3. Data Processing Agreement “DPA” refers to ProRank’s Data Processing Agreement, posted at https://www.prorank.ai/data-processing-agreement/.

22. MISCELLANEOUS

This Agreement and any operating rules for www.prorank.ai established by ProRank constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the New York, United States, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. 

ProRank may amend this Agreement, including any Online Policy and any addendum to the Agreement, including the Data Processing Agreement and the Standard Contractual Clauses, from time to time by posting an amended version at its website. Any amended version of this TOU, other than the identification of the User and other such User specific data, may be found at www.TOU.

All Independent Contractors “parties” are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other nor may either party bind the other in any way

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (a) by any Authorized Representative and (b) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving entity in a merger of that party not another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and ensure to the benefit of the respective successors and assigns of the parties.

ProRank shall have the right to disclose User as a customer and to use the Users logo on its website and marketing collateral. Neither ProRank nor User shall disclose the terms of this Agreement to any third-party. If User has been admitted to Services of ProRank, User must cooperate with ProRank on publicity and will also provide a prominent notice on its website that ProRank is a technology vendor to User and provide a link to ProRank’s website. Under certain cases with approval this could clause can be omitted.

This Agreement will be governed solely by the internal laws of the State of New York, without reference to such State’s principles of conflicts of law. Both ProRank and User consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in New York, USA.

To the extent permitted by applicable law, both ProRank and User hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. Should a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

Pursuant to 47 U.S.C. Section 230(d), ProRank hereby notifies User that parental control protections (such as computer hardware, software, or filtering solutions) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “Parental Control Protection” or similar terms.

23. COPYRIGHT NOTICE 

ProRank its logos are trademarks of ProRank, All rights reserved. All other trademarks appearing on ProRank are the property of their respective owners. 

24. TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred. 

Any rights not expressly granted herein are reserved.