PRORIGS SUBSCRIPTION TERMS AND CONDITIONS FOR MULTI-USER LICENSE

Last Updated on July, 23, 2021

These terms and conditions are the Relationship Program Terms which govern Your ProRigs Subscription for multi-user (the “Subscription Agreement for multi-user”). 

“Multi-user” refers to multiple individual users who are authorized to install and multiple individual users who are authorized to access benefits under, and in accordance with, this Subscription Agreement for multi-user.

PLEASE READ THESE TERMS OF SERVICE (COLLECTIVELY WITH PRORIG’S PRIVACY POLICY, as currently located at https://prorigs.com/privacy-policy/, the policies posted on the Site from time to time and http://www.copyright.gov/legislation/dmca.pdf, THE “TERMS OF SERVICE”) FULLY AND CAREFULLY BEFORE USING WWW.PRORIGS.COM (THE “SITE”), ANY MOBILE APPLICATIONS PROVIDED BY PRORIGS.COM (THE “APPLICATIONS”) AND THE MEDIA FILE STORAGE AND COLLABORATION SERVICES, FEATURES, CONTENT OR APPLICATIONS OFFERED BY PRORIGS, INC. (“PRORIGS.COM,” “WE,” “US,” OR “OUR”) (TOGETHER WITH THE SITE AND THE APPLICATIONS, THE “SERVICES”). THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE, THE APPLICATIONS AND THE SERVICES.

YOUR RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS OF SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICES, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS OF SERVICE, YOU MUST CLICK ON THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.

These Terms of Services were last updated on July 23, 2021. It is effective between ProRigs and you as of the date you accept these Terms of Service.

ACCEPTANCE OF TERMS OF SERVICE.

• By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site and/or downloading the Applications, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated periodically without notice to you.

• Certain of the Services may be subject to additional terms and conditions specified by us periodically; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

• These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

 

ELIGIBILITY.

You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

REGISTRATION.

Certain of the Services or portions of the Site may require you to register for an account (“Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) use the name of another person with the intent to impersonate that person or (ii) use the name of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. You have no ownership right in your Account. If you are registering an Account on behalf of an organization under an agreement between us and another organization, that organization may have administrator rights to access your Account and any information provided under your Account.

1. DEFINITIONS

The following terms shall have the meanings set forth below. Capitalized terms used and not otherwise specifically defined in this Subscription Agreement for multi-user shall have the meaning assigned to them in Your applicable ProRigs Subscription Agreements; Terms of Use, Privacy Policy and ProRigs Multi-User Subscription Service Contracts.

“Benefits” or “Entitlements”: means those benefits described on or accessible from, and made available to You or Your Users through, ProRigs Account corresponding to the Subscription for multi-user offering purchased by You. Benefits may include (amongst other things) updates and upgrades, certain support and other services, web services and other subscription products. Benefits may vary for different types of Subscription for multi-user. 

“Contract Manager”: an individual Personnel designated by You who has the authority to accept on Your behalf, and to bind You to, these terms and conditions, and who will have the authority to designate Your Software Coordinators and Users on ProRigs Account, will receive Subscription for multi-user renewal notices, and other communications related to Your Subscription for multi-user, and, where the Contract Manager has not designated a Software Coordinator, will receive certain Benefit availability notices.  

“Covered Services”: the ProRigs subscription service for which You have subscribed to a Subscription for multi-user as listed on Your order confirmation or License Identification, as applicable. Any supplemental services provided (which may include modular additions or extensions to a version of Covered Services, hotfixes, executables, libraries, plug-ins, enhancements or other asset functionality which supplements or enhances a version of Covered Services) which does not require separate Installation and cannot function independently of a version of Covered Service (to which that supplemental service relates), provided to You or Your Users as a Benefit of Your Subscription for multi-user is deemed to be part of that version of Covered Services (to which that supplemental service relates) unless otherwise specified by ProRigs. 

“Content”: for purposes of these Terms of Service, the term “Content” includes, without limitation, information, videos, audio files, data, text, photographs, images, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

• User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

• Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

 

“Customer Information Form”: the form (whether written or electronic) which is completed by You and submitted to ProRigs, in connection with Your order for a Subscription for multi-user, and providing the information necessary to purchase that Subscription for multi-user.

“Effective Date”: the date described in Section 4.1.

“Permitted Number of Users” means a maximum number of Users applicable to a particular Benefit. Such number is determined by ProRigs and may be specified in the applicable License Identification.

“Software Coordinator”:  an individual Personnel designated on Your ProRigs Account by You or Your Contract Manager for administering particular Benefits.  The Software Coordinator will receive certain Benefit availability notices and will be responsible for receiving those benefits described on or accessible from, and made available to You or Your Users through, ProRigs Account corresponding to the Subscription for multi-user offering purchased by You, if any, for the applicable group.

“Subscription for multi-user”: means the Relationship Program offered generally by ProRigs referred to as “Subscription for multi-user” or “term licensing” program or plan, under which ProRigs may provide (among other things) a limited term license to (a) multi-user version(s) of Covered Services and associated Benefits.  Subscription for multi-user offerings may be comprised of different types of Benefits.  Subscription for multi-user Benefits may vary based on the related Covered Services.

“Subscription for multi-user Fee”: the fee paid, or payable, by You for a Subscription for multi-user.

“Term”: the time periods (initial and renewal) defined in Sections 3.2 and 4.1.

“User”: any of the following: (i) the Contract Manager or Software Coordinator designated by You as Your primary authorized representative for Your Subscription for multi-user and who is responsible for, amongst other things, managing Your Subscription for multi-user and managing access to Your Subscription account; or (ii) any individual Personnel added to Your Subscription for multi-user account by Your Contract Manager or Software Coordinator or by ProRigs through its registration processes, to Install and Access Benefits.  

“You”: the company or other legal entity or organization on behalf of which a Subscription for multi-user is acquired, if Subscription for multi-user is acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or if there is no such entity, the individual who acquires a Subscription for multi-user for the individual’s own account.  For clarification, “You” refers only to a single, specifically identified legal entity or organization or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.  

2.  BENEFITS

2.1 Benefits. 

2.1.a  During the Term, subject to Section 2.1b below You will be entitled to, and ProRigs will provide You or Your Users with, the Benefits specified and made available by ProRigs for the level or type of Subscription for multi-user offering You have purchased. 

2.1b  Benefits Terms. Certain Benefits may include rights in addition to or different from those set forth in this Subscription Agreement for multi-user.  

2.1.c  Those Benefits are subject to the ProRigs terms applicable therefor (“Benefits Terms”), which Benefits Terms are set forth on or accessible from Your ProRigs Account. 

2.1.d  You agree that if You or Your Users request, accept, or make use of any Benefit, You will be bound, and You shall ensure that Your Users are bound, by the Benefits Terms applicable to that Benefit, as they may be modified from time to time by ProRigs by notice in writing provided in accordance with this Subscription Agreement for multi-user or in accordance with the applicable Benefits Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Subscription Agreement for multi-user).

2.1.e  You acknowledge that ProRigs may require a further acceptance of such Benefits Terms as a condition to using or accessing any particular Benefits.

2.1.f  You further acknowledge and agree that if You or Your Users do not accept and agree to be bound the Benefits Terms applicable to a particular Benefit, then You will not be entitled to receive, or to Install or Access that Benefit, even if ProRigs has made that Benefit available in Your ProRigs Account.

2.2  ProRigs reserves the right at its discretion to change any Benefits or to add any Benefits to, or remove any Benefits, from any Subscription for multi-user from time to time, without prior notification to You. PRORIGS DOES NOT GUARANTEE THAT IT WILL MAKE AVAILABLE, AND YOU ACKNOWLEDGE THAT YOU MAY NOT RECEIVE, ANY PARTICULAR BENEFIT DURING THE TERM OF YOUR SUBSCRIPTION FOR MULTI-USER.

2.3  You acknowledge and agree that the maximum number of concurrent Users who Access or otherwise use any particular Benefit shall not exceed the Permitted Number of Users or other limits imposed by any ProRigs technical limitations (if any), at any time. Further, ProRigs has the right to restrict the number of Users who have access to all or any Benefits and who otherwise have access to ProRigs Account, and fees or other conditions may apply if You want to add Users beyond ProRigs guidelines.  You agree and acknowledge that all Users shall be bound by the terms and conditions of this Subscription Agreement for multi-user. ProRigs reserves the right, but shall have no obligation, to verify that Users have been authorized by You and to restrict access to Benefits if, in ProRigs’s reasonable judgment, a User cannot be so verified.

2.4  You may not distribute, rent, loan, sell, sublicense or otherwise transfer or market any Benefits (including, but not limited to, rights to Covered Services made available to You as a Benefit) to, or share any Benefit with, any other person or entity without ProRigs’s prior written consent. Benefits may only be Installed and/or Accessed and/or otherwise used by Users, and may not be shared with any third party who is not a User. 

2.5  ProRigs reserves the right, but shall have no obligation, at any time to verify that Users have been authorized by You and to restrict access to Benefits if, in ProRigs’s reasonable judgment, a User cannot be so verified. Further, You agree that ProRigs has the right to audit (electronic or otherwise) Your or Your Users’ Installation, use and/or Access of any Benefits including Access to machine IDs, serial numbers and related information. As part of any such audit, ProRigs or its authorized representative will have the additional right, on fifteen (15) days’ prior notice to You, to inspect Your records, systems and facilities, including machine IDs, serial numbers and related information, to verify that the Installation, use and/or Access of any and all Benefits is in conformance with this Subscription Agreement for multi-user and any related Benefits Terms.  Additionally, within fifteen (15) days of such prior notice for audit, You will provide to ProRigs all records and information requested by ProRigs in order to verify  that the Installation, use and/or Access of any and all Benefits is in conformance with this Subscription Agreement for multi-user and any related Benefits Terms. You will provide full cooperation to enable any such audit.  If ProRigs determines that Your or Your Users’ Installation, use of and/or Access to any Benefit is not in conformity with this Subscription Agreement for multi-user and any related Benefits Terms, You will immediately take such steps as are necessary to bring Your or Your Users’ Installation, use and/or Access into compliance with this Subscription Agreement for multi-user and applicable Benefits Terms, and pay the reasonable costs of the audit.  In addition to such payment rights, ProRigs reserves the right to seek any other remedies available at law or in equity, whether under this Subscription Agreement for multi-user or otherwise.

3. PURCHASES; RENEWALS 

3.1  Purchases. When You purchase a Subscription for multi-user, ProRigs will provide You with instructions on how to access information and Benefits related to that Subscription for multi-user on Your ProRigs Account.

3.2  Renewals.  Prior to expiration of Your Subscription for multi-user, if made generally available for sale by ProRigs, You may purchase a renewal of Your Subscription for multi-user for an additional term (“Renewal Term”) from ProRigs. If You have elected an automatic renewal plan, each auto renewal will be a Renewal Term. Unless otherwise agreed by ProRigs, if You do not purchase a renewal for Your Subscription for multi-user prior to expiration of the Term or if You cancel Your automatic renewal, Your Subscription for multi-user will automatically expire.  

4.  TERM AND TERMINATION

4.1  Effective Date; Term. The Effective Date of Your Subscription for multi-user will be the date as determined by ProRigs in accordance with its policies for entering Your Subscription for multi-user into the ProRigs systems.  Renewal Terms of Your Subscription for multi-user shall commence on an appropriate anniversary of the Effective Date.  The initial term (“Initial Term”) of Your Subscription for multi-user will continue monthly or annually, from the Effective Date, depending on the length of term for which You qualify, select and purchase. Renewal Terms of Your Subscription for multi-user will continue monthly or annually, from the anniversary of the Effective Date immediately following the end of the Initial Term or the immediately preceding Renewal Term (as the case may be), depending on the length of Renewal Term which You select and purchase. ProRigs will endeavor to confirm Your purchase within 48 hours after the Effective Date or relevant anniversary of the Effective Date (as the case may be).

4.2  Termination.  Each of ProRigs or You may terminate this Subscription Agreement for multi-user, if the other party is in breach of this Subscription Agreement for multi-user and fails to cure such breach within ten (10) days after written notice of the breach.  In addition, ProRigs may terminate or suspend Your Subscription for multi-user, and/or other ProRigs obligations or Your Benefits under this Subscription Agreement for multi-user, if You fail to make a payment to ProRigs or otherwise fail to comply with the provisions of this Subscription Agreement for multi-user or other terms relating to Your Subscription for multi-user.  ProRigs may also terminate this Subscription Agreement for multi-user if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.  This Subscription Agreement for multi-user will terminate automatically without further notice or action by ProRigs if You go into liquidation or if You attempt to transfer this Subscription Agreement for multi-user or any Benefit without the prior written consent of ProRigs.  

4.3 Effect of Termination.  Upon termination or expiration of Your Subscription for multi-user, this Subscription Agreement for multi-user and all rights and Benefit entitlements granted hereunder will terminate, and You and Your Users must cease to receive, and You and Your Users must cease all use of, and/or access to, all Benefits.  ProRigs reserves the right to require You to show satisfactory proof that all such Benefits are no longer in use or being accessed.  

5. LIMITATION OF LIABILITY; NO WARRANTIES 

5.1  Limitation of Liability.  IN NO EVENT WILL ProRigs BE LIABLE FOR FAILURE TO MANUFACTURE OR MAKE COMMERCIALLY AVAILABLE ANY BENEFITS DURING THE TERM OF YOUR SUBSCRIPTION FOR MULTI-USER. IN NO EVENT SHALL ProRigs BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL ProRigs HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY).  IN ADDITION, THE LIABILITY OF ProRigs ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT FOR MULTI-USER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO ProRigs FOR THE SUBSCRIPTION FOR MULTI-USER IN CONNECTION WITH WHICH THE CLAIM ARISES.  THESE LIMITATIONS WILL APPLY EVEN IF ProRigs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FOR MULTI-USER FEE  REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES. These limitations shall be in addition to, and not in substitution for, the limitations of liability set out in any applicable ProRigs License and Services Agreement or any Benefits Terms. 

5.2  No Warranties.  SAVE AS SET OUT IN ANY APPLICABLE ProRigs LICENSE AND SERVICES AGREEMENT OR APPLICABLE BENEFITS TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW ProRigs MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND CONCERNING SUBSCRIPTION FOR MULTI-USER OR ANY BENEFIT EITHER, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

6. GENERAL

6.1  Governing Law and Jurisdiction.  These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Contra Costa County, California.  

6.2  Force Majeure. ProRigs shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, loss, damage or penalty resulting from delays or failures in performance, causes beyond ProRigs’s reasonable control, or resulting from acts of God. 

6.3  Assignment; Waiver; Subcontractors.  You may not assign this Subscription Agreement for multi-user or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without ProRigs’s prior written consent, which may be withheld in ProRigs’s sole and absolute discretion, and any purported assignment by You will be void.  In the context of any bankruptcy or similar proceeding, this Subscription Agreement for multi-user is and will be treated as an executory contract of the type described by Section 365(c)(1) of Title 11 of the United States Code and may not be assigned without ProRigs’s prior written consent, which may be withheld in ProRigs’s sole and absolute discretion.  You acknowledge and agree that ProRigs may assign or sub-contract any of its rights or obligations under this Subscription Agreement for multi-user, including, without limitation, delivering Benefits, provided that ProRigs will remain subject to the obligations of ProRigs under this Subscription Agreement for multi-user.  You also agree that ProRigs’s subcontractors may enforce (including taking actions for breach of) this Subscription Agreement for multi-user.  No term or provision of this Subscription Agreement for multi-user will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted.  No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

6.4  Entire Agreement; Severability. This Subscription Agreement for multi-user and any other terms referenced in this Subscription Agreement for multi-user (such as any ProRigs License and Services Agreement and Benefits Terms) constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, representations, warranties, advertising or understandings) with respect to the subject matter hereof. The parties acknowledge that, in entering into this Subscription Agreement for multi-user, they are not relying on any agreements, discussions, communications, representations, warranties, advertising or understandings other than as expressly set forth in this Subscription Agreement for multi-user.  You acknowledge and agree that ProRigs may add to or change the terms of this Subscription Agreement for multi-user or the Benefits Terms from time to time, provided that ProRigs will provide written notice of the additions or changes before the additions or changes are effective as to You. Terms stipulated by You in any communication by You which purport to vary this Subscription Agreement for multi-user or any Benefits Terms or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of ProRigs.  Any other modifications to this Subscription Agreement for multi-user will also be invalid unless agreed to in a writing signed by an authorized representative of ProRigs. If a court of competent jurisdiction determines in a final non-appealable judgment that any provision of these terms and conditions is unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these terms and conditions will remain in full force and effect.

6.5  Notices. Notices from ProRigs shall be in writing and may be sent by electronic mail or posted to Your ProRigs account or any other method that ProRigs reasonably determines will provide appropriate notice. You may not opt out of receiving such notices. Notices from You shall be in writing and may be sent by electronic mail to support@ProRigs.com. Notices from ProRigs to You shall be effective (i) in the case of notices by email when sent to the email address set out on Your Customer Information Form (or, if no Customer Information Form or email address is provided, to any other address known or made available to ProRigs by You or on Your behalf) or (ii) in the case of postings to ProRigs Account or Your ProRigs account or other methods deemed reasonable by ProRigs, ten (10) Business Days after such notices are posted to ProRigs Account or Your ProRigs account or sent in the manner reasonably determined by ProRigs. Notices from You to ProRigs shall be effective when received by ProRigs.

6.6  Privacy and Use of Information.  You acknowledge and agree (on behalf of Yourself and Your Users) that You (and third parties acting on Your behalf) and Your Users may provide, and ProRigs (and third parties acting on behalf of ProRigs) may obtain, certain information and data with respect to You and Your Users (including, without limitation, personal information) and Your business in connection with this Subscription Agreement for multi-user, including, without limitation, information and data provided to or obtained by ProRigs (or third parties acting on behalf of ProRigs) through the Customer Information Form and otherwise, in connection with ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to Benefits and managing the relationship with You and Your Users.  You (on behalf of Yourself and Your Users) hereby consent to ProRigs maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with ProRigs’s policies on privacy and data protection, as such policies may be updated from time to time, including without limitation ProRigs’s Privacy Statement, as currently located at https://prorigs.com/privacy-policy/ .  Without limitation to the generality of the foregoing, You (on behalf of Yourself and Your Users) acknowledge and agree that: (a) ProRigs may from time to time prompt You (and third parties acting on Your behalf) and Your Users to provide express agreement to the terms of ProRigs’s Privacy Statement and/or express agreement to specific uses of information and data (including, without limitation, personal information); (b) ProRigs may provide information and data, including, without limitation, information and data about Your or Your Users’ use of all/any Benefits, ProRigs affiliates and other third parties in connection with the provision, maintenance, administration or usage of Benefits or in connection with enforcement of any agreements relating to any Benefit; and (c) ProRigs may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective of Your or Your Users’ information and data than the jurisdiction in which You or Your Users are resident or domiciled.  You (on behalf of Yourself and Your Users) acknowledge and agree that such policies may be changed from time to time by ProRigs and that, effective upon posting on ProRigs’s website or other written notice from ProRigs, You and Your Users will be subject to such changes.  

6.7  Survival. Sections 2.5, 5 and 6 of these terms and conditions shall survive termination of all or any of Your Subscription for multi-user.

6.8  Revised Terms and Conditions. ProRigs may revise this Subscription Agreement for multi-user and/or any Benefits Terms at any time and will notify You of any such revision.  Notification may occur via email, be posted on ProRigs Account or may occur in any other manner deemed reasonable by ProRigs.  If You do not accept said revisions, You must notify ProRigs in writing (in accordance with Section 7.6) within thirty (30) days of the date of ProRigs’s notification to You.  If You do so notify ProRigs, Your then existing Subscription for multi-user and related Benefits will continue to be governed by the last Subscription Agreement for multi-user and associated Benefits Terms that You accepted (including any deemed acceptances) until the end of Your then current Subscription for multi-user Term (if You have paid all applicable fees for the entire Term), and at the end of such Term, Your Subscription for multi-user shall expire and if You have not paid all applicable fees for the entire Term then Your Subscription for multi-user will end at the end of the period for which You have paid the applicable fees.  If You do not so notify ProRigs, or if You place new orders for or renew Your Subscription for multi-user or continue to pay Your Subscription for multi-user Fees (if applicable), You will be deemed to have accepted such revisions for Your Subscription for multi-user. Notwithstanding the foregoing, in the event ProRigs revises this  Subscription Agreement for multi-user You will not be entitled to any additional benefits or services offered thereunder absent the payment to ProRigs of the appropriate fee related to said revision, if any.

6.9  Language. The English language version of this Subscription Agreement for multi-user is legally binding in case of any inconsistencies between the English version and any translations.  You agree to the following: The parties hereto confirm that it is their wish that this Subscription Agreement for multi-user, as well as other documents relating hereto, including notices, have been and shall be written in the English language only.

CONTENT.

• Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, videos, audio files, data, text, photographs, images, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

• User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

• Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. 

 

LIMITED USE LICENSE.  Unless and until terminated by ProRigs, ProRigs hereby grants You a personal, non-transferable and non-exclusive right to use the Character(s) and/or Tool(s) under the terms and conditions provided for herein.  

1.      Limited Warranty and Liabilities:

a.       ProRigs warrants only that (i) it is the sole and legitimate owner of The Character and The Tool and (ii) that it has the right to license such product to You.

b.      Neither ProRigs nor any third parties provide any other warranty or guarantee as to non-infringement, performance, completeness, merchantability or suitability of the Character and/or Tool and related materials, for any particular purpose.  ProRigs and/or other parties provide the Character and Tool “as is” without warranty of any kind, either expressed or implied. You acknowledge that such software files and materials may contain inaccuracies or errors, and we expressly disclaim liability for any such performance, inaccuracies or errors to the fullest extent permitted by law. Furthermore,  ProRigs shall have no obligation of any kind to You regarding a claim of infringement or any other misuse of the Character or Tool arising from Your use of The Character or Tool in breach of this License.

c.      Your use of The Character and/or Tool or associated materials is entirely at Your own risk, for which ProRigs shall not be liable. It shall be Your own responsibility to ensure that the Character or Tool meets Your specific requirements.

d.      In no event will ProRigs be liable to You for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the Character or Tool, including, without limitation, loss of business or profits, even if we receive notice in advance that these kinds of damages might result.

2.      Basic Permissions: All rights granted under these terms affirm Your permission to use the Character and/or Tool in any and all permitted ways.

a.      You may use The Character/Tool in any educational application, with the exception of the unpermitted uses described below.

b.       NOT ALL PURCHASES ARE COMMERCIAL.  A Commercial License must be purchased directly from ProRigs.  ProRigs School Licenses and Individual Licenses may not be used for commercial use.  ONLY USE INDIVIDUAL LICENSES AND SCHOOL LICENSES FOR EDUCATIONAL PURPOSES – NOT FOR COMMERCIAL, PROFESSIONAL OR FOR-PROFIT PURPOSES.

School License and Individual License Users may only use the Services for the following “Educational Purposes”:

• If you are a Qualified Educational Institution, or Authorized School License User, You may access and/or use the Services solely for the purposes directly related to learning, teaching, training, or research and development as part of the institutional functions performed by a Qualified Educational Institution or an Other Authorized School License User.

and

• If you are a student or an Individual “Authorized School License User”, You may access and/ or use the Services solely for purposes directly related to learning, training or research. You may not access or use the Services for commercial, professional or other for-profit purposes. 

c.      Use of The Character/Tool is permitted for non-students.

d.       Use of The Character/Tool is permitted for students of any qualified traditional school, college, university, workshop, or learning center.

e.       Upon the termination of a subscription, you are responsible for the termination of all ProRigs assets by all users who have received ProRigs assets through your subscription.

3.      Unpermitted Uses: Your unauthorized use of The Character/Tool may give rise to a claim for damages. Unpermitted Uses include the following:

a.      You may not use the Character/Tool for or in connection with any animation, picture, content, production, or purpose which:

i.     is pornographic, sexually explicit, lewd, obscene, or excessively violent,

ii.      promotes or condones illegal activities, or

iii.      incites hate or violence against an ethnic, religious, or other protected group.

b.       ProRigs, LLC reserves the right to judge what usage may fall into those categories. You may contact ProRigs, LLC if a particular use is in question.

c.      For any Unpermitted Use, you are not granted any rights under this License, and You may not download, possess, use, animate, study, disassemble, reverse engineer, modify, or convey the Character/Tool for any such Unpermitted Use.

d.       Use of characters must cease with the end or termination of a subscription, or when the user is no longer part of the organization which holds the subscription.

•Multi-users: Use of License.  

Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for nonpermitted commercial use or in any way that violates any third party right. Your license to use and access the Services and the Content is automatically revoked if you violate these Terms of Service in a manner that violates our intellectual property rights. All rights not explicitly granted to you are reserved by us. In the event that you provide comments, suggestions and recommendations to us with respect to the Services (including without limitation with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, the “Feedback”), you hereby grant to us a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.

 

Each license is usable on one computer.  Your license key is only valid on the computer it is originally activated on. This activation process ties your license key to this computer. If you wish to use ProRigs with additional computers you must purchase a subscription license for each additional computer you wish to use. ProRigs License keys can’t be shared across multiple computers even if they are used while logged out of Maya / ProRigs on your first computer.

 

If you need to use an additional computer you will need an additional subscription.  To remove a license from an existing computer so that you can use it on a different computer, please contact ProRigs customer support services. 

 

•Attribution. You agree to prominently attribute the source of the Character in each permitted use, either on the screen during any presentation, image, or animation, or in the credits at the beginning or end of any production or use of the Character. The attribution should say: (for example, when using the “Mae” character) “Mae character courtesy of ProRigs.com”. Attribution need not be made for use of ProRigs Tool(s). The “Character(s)” refer to any and all copyrightable or non-copyrightable parts or elements of the 3D asset(s), including but not limited to, the 3D software files, the design, the look, the modeling, the name, and the rigging or articulation, along with any other unique and/or protectable aspect or element of the Character(s). The “Tool(s)” refer to any and all copyrightable or non-copyrightable parts or elements of the 3D software plug-in(s) or script(s), including but not limited to, the 3D software files, the design, the name, along with any other unique and/or protectable aspect or element of the Tool(s).

 

•Conveying Verbatim Copies. You may not distribute or convey verbatim (exact) copies of The Character/Tool. To “convey” a work means any kind of sale or distribution that enables other parties to make or receive copies. “You” refers to each licensee or recipient of the Character(s) and/or Tool(s). “You” may be individuals or organizations. 

•Modifications. You may make any modifications to the Character for your personal use, provided it is not an unpermitted use, providing You prominently attribute ProRigs as the source of The Character, as indicated above. You may not sell, distribute or otherwise convey modifications to others, without express written permission from ProRigs, which may be withheld in its sole and absolute discretion. In order to distribute modified versions of the Character, You may first send the modified version of the Character to ProRigs for any possible further distribution. See below for more information.

•Conveying Modified Copies. You may not sell, distribute or otherwise convey modified copies of the Character/Tool, without express written permission from ProRigs. In order to distribute modified versions of the Character, you may send the modified version of the Character to ProRigs for possible distribution at ProRigs.com. Send any inquiries or modified Character files via email to support@ProRigs.com.

• YouTube Monetization or Similar Uses:

YouTube monetization or similar uses are only permitted if you own a Commercial License. Institutions that purchase a School License are free to use their User Content to advertise for their school despite not owning a Commercial License. Users of a School License are free to use their own User Content on non-monetized channels.

 

•License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable and transferable right and license to access, use, adapt, convert, transcode, reproduce, distribute, display, perform, disclose, transmit, store and cache the User Content solely to the extent necessary to provide the Services or as otherwise permitted by these Terms of Service, which license shall terminate upon the deletion or removal of any such User Content from the Services. For clarity, the foregoing license grants to us does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. We do not claim ownership of User Content that is transmitted, stored, processed, or linked in your Account or through the Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

•Sharing of Content.  To the extent we find out about contact that violates the ProRigs Terms of Service, we request that you delete the content.

•Warranties. You hereby represent and warrant that (i) your User Content and the availability thereof through the Services does not and will not infringe or violate the rights of any third party, including without limitation any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information, (ii) you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in any User Content in order to include their name, voice, performance or likeness in any User Content and to publish the same on the Services, and (iii) the storage, use or transmission of any User Content does not violate any law or these Terms of Service.

•Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

•Unauthorized Use. You must immediately notify us in writing of any unauthorized use of any (i) Content (including User Content), (ii) Account or (iii) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request. You acknowledge that if you wish to protect your transmission of User Content to us, it is your responsibility to use a secure encrypted connection to communicate with the Services.

 

RULES OF CONDUCT.

• As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services, including without limitation your conduct, your User Content, and your communications with others.

• You shall promptly handle and resolve any notices and claims relating to your Content, including any notices sent to you by any person claiming that any of your Content violates any person’s rights.

• You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:

• fails to comply with these Terms of Service;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, offensive or is otherwise inappropriate as determined by us in our sole discretion;
• constitutes unauthorized or unsolicited advertising, junk or bulk email (“spamming”);
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
• impersonates any person or entity, including any of our employees or representatives; or
• includes anyone’s identification documents or sensitive financial information.
• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);
• You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
• You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any Applications), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
• We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

THIRD PARTY SERVICES.

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.

PAYMENTS AND BILLING.

We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).

Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged at the time of purchase of the subscription, and will be billed monthly until cancelled. Annual Subscriptions will be billed at the time of purchase, and will expire at the end of the one year period. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

If you have inquiries regarding payments or billing Services please direct them to: support@ProRigs.com.

TERMINATION.

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Should you ever decide to cancel your subscription, you may do so from your Account page, and by emailing support@ProRigs.com. Pursuant to our privacy policy, records related to your account will be preserved for two years, then removed and destroyed.

If you cancel your subscription, any association between your Account and information we store will no longer be accessible through your Account. However, given the nature of sharing on the Services, any public activity on your Account prior to deletion will remain stored on our servers and will remain accessible to the public. 

WARRANTY DISCLAIMER.

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:

• Which users gain access to the Services;

• What Content you access via the Services; or

• How you may interpret or use the Content.

 

We strongly encourage and recommend that you maintain appropriate security, protection and backup copies of your Content, which may include your use of additional encryption technology to protect Content (including User Content) from unauthorized access. You acknowledge and agree that we will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; (V) THAT THE SERVICES WILL NOT HARM YOUR COMPUTER SYSTEM; (VI) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (VII) THAT DATA OR CONTENT ON THE SERVICES ARE ACCURATE OR CORRECT. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF USERS SUBSCRIBING TO OUR SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY USERS. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent possible by law.

INDEMNIFICATION.

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY.

ANY LIABILITY WE HAVE TO YOU IN CONNECTION WITH THESE TERMS OF SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY, IS STRICTLY LIMITED TO, IN THE AGGREGATE, FOR ALL VIOLATIONS, THE GREATER OF (A) $500 OR (B) THE AMOUNT ACTUALLY PAID TO US BY YOU IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WITHOUT LIMITING THE PREVIOUS SENTENCE, IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) (HOWEVER ARISING), EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

MODIFICATION.

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

MISCELLANEOUS.

Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site and any Applications, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@ProRigs.com.

No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation

Contact. You may contact us at the following address:

ProRigs

400 Del Antico Ave #1429

Oakley, CA 94561

Effective Date of Terms of Service: July 23, 2021.