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Priacta Universal Terms of Service

Last Updated: March 25, 2014

Welcome to the Priacta Web Site (Priacta.com, the "Site"), and/or Priacta training and support services ("the "Services"). The Site and Services are operated and provided by Priacta, a division of Emerge First LLC.

This document explains the terms and conditions for using our Site or Services (the "Agreement"). By using our Site or Services, you and any company or organization you represent (collectively "You") consent to this Agreement. If the Agreement is not acceptable, then please do not use our Site or Services.

Your Account and Password

If You register an account on our Site or use our Services, You represent that you are of legal age and have authority to enter into this Agreement and that, to the best of Your knowledge and belief, Your registration information is truthful, accurate and complete. A user name and password will be assigned by us or chosen by You. You are responsible for maintaining the secrecy of Your password and for activities occurring under Your account. Be sure to change Your password promptly and notify us if You believe Your account is being accessed by others. Each user must register separately. You may not loan Your user name and password to others.

Using Our Site, Services, and Content

Our Proprietary Rights

Our Site and Services may contain or include an assortment of information, data, software, images, video clips, audio recordings, links, logos and other material ("Content") that are the copyright, trademark or other intellectual property of the owners of this Site or third party suppliers. The Content in the Site and Services is copyrighted individually and as a collective work. All rights are reserved. The name "Priacta" and other names appearing herein are the trademarks or registered trademarks of the Site or the respective third party owners. You will ensure that all copyright, trademark or other proprietary rights notices appearing on any Content remain intact and legible. All licenses are non-exclusive.

Linking to Our Site

You may not display our Content within a frame or border, or "deep link" or harvest Content located below our top-most URL. You will not link to our Site or Content in a manner that suggests an endorsement or affiliation between our sites. You will remove any link to our Site that we find objectionable promptly upon request.

Our Online Services, Downloadable Software & Digital Products

Our Site offers users the ability to download or access Services, software, or other digital products and obtain periodic electronic updates to those products. Your use of any such products, updates and related documentation, if any, that You download or access from the Site or Services will be governed by any end-user license agreement (EULA) accompanying such materials. In the absence of any such EULA, then upon payment of any applicable fees, You are granted a personal, revocable, non-transferable license to install and use the products and updates on a single computer in support of Your own personal or internal business processes for one person; provided, however, that items designated in the documentation as a "web site component" may be incorporated as an integral feature of Your web site and made available online (so long as no separate charge is made for use of such component). You may not otherwise transmit, distribute or otherwise make the products or updates available to others. As part of the distribution process, we may interrogate Your computer solely to determine the products and versions already installed and for no other purpose. Except as stated in an EULA, Software and Services are provided "AS-IS" and "AS AVAILABLE".

Reservation of Rights

All content, communications, software applications, digital products, updates and features of this Site or published materials delivered in connection with our Services are copyrighted by the Site, its owners, suppliers or other third parties. We reserve all rights not specifically granted to You. This means permission to use the Site and related intellectual property rights will be narrowly interpreted by a court in our favor. Except as specifically authorized in this Agreement, You may not store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate, publicly display or perform any of this copyrighted material. You may not reverse engineer our Site or any software obtained from it to discover its underlying design or inner workings (and You will hold in confidence for our benefit alone anything discovered in violation of this provision). If You infringe our intellectual property rights or exceed the scope of permitted use of this Agreement, You agree that we could be irreparably injured and may obtain a court order without necessity of posting bond to enjoin You from further mischief.

Our Online Product Catalog

Our online catalog offers information about tangible and/or digital products and Services available for sale, license, or delivery. All product information, descriptions and prices contained in our online catalog are provided in good faith but "AS-IS" and "AS-AVAILABLE," and Services may not be available in all states or countries. All orders are subject to our approval and acceptable payment methods or terms. Unless otherwise agreed, prices are payable in the currency specified by major credit card only. Prices and availability of items are subject to change without notice. Prices published in the online catalog may differ from manufacturer list prices and prices or special offers published through other channels. Unless otherwise noted, any price "savings" refer to discounts from list price. We may limit sales to resellers or other middlemen. Stocking levels and shipping times for packaged goods are estimates and are subject to contingencies that may be beyond our control. Prices do not include shipping, taxes or insurance. Refunds and returns on products and services purchased through our online catalog are only available under the terms specified in our Total Satisfaction, Money Back Guarantee found at www.priacta.com/Information/Guarantee.shtml.

Your Content and Submissions

Your Public Messages

Our Site includes certain interactive features that may allow users to post, transmit and receive messages or content on discussion forums, weblogs, newsgroups, chat areas, calendars or other online channels ("Communications"). We do not prescreen or editorially control Communications on our Site. We reserve the right (but do not assume the responsibility) to block or remove any Communications brought to our attention which we consider in violation of this Agreement or detrimental to the Site or to any person.

Permission to Publish

Our Site does not claim ownership in the content of Your Communications. If You make Communications, You irrevocably grant our Site (and any affiliates and sublicensees) the worldwide, perpetual, royalty-free, sublicensable right and license to store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate, publicly display, cite You as the originator of, and perform such Communications through the Site and to make such incidental and additional uses as may be needed to operate and promote the Site and Services and any affiliated sites through any media or technology now known or hereafter created. You irrevocably grant us the right to obtain a copyright in the "thread" or compilation of Communications on the Site generally, including Your own Communications.

Prohibited Behavior

You will not upload, store or disseminate any Content or make any Communications which violate or infringe the intellectual property or privacy rights of any person or which a reasonable person would consider abusive, profane, hateful, racially or ethnically offensive, which are defamatory or harassing, or which violate or encourage others to violate this Agreement or any applicable law. You will not upload or transmit pornographic or obscene images or files, and You will not impersonate our personnel or disrupt the orderly operation of the Site. You will not use the Site to violate any applicable law, including domestic or foreign securities laws or regulations. In order to protect itself, the Site may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed or affected by Your violation of this Agreement and to any law enforcement agency conducting an investigation. You also agree not to make any Communication that encourages users to 1) terminate their use of the Site, or 2) to use a competitor's product or service except in areas specifically designated for that purpose, if any.

Anti-Spam Restriction

You will not use our Site to make any Communications which are unsolicited bulk advertising or promotional messages ("spam"), so-called "chain letters," pyramid schemes, or make Communications of a promotional nature other than through channels authorized by the Site. You may not harvest email addresses or instant messaging identifiers. Because the damage incurred by us in connection with spam campaigns may be difficult to ascertain, You agree to pay liquidated damages of USD$3 per individual recipient of spam messages transmitted under Your account if You knowingly cause spam to be sent.

Applicable Charges and Payment

Some features of our Site or Services may require the payment of a subscription-based fee or other charge. For subscription-based features, You agree not to allow Your account to be used by other persons, including co-workers or additional employees not specifically authorized by Priacta. We require timely payment of all published fees and charges. If You fail to pay applicable fees or charges when due, we may suspend or terminate Your account and access to services or features. Unless otherwise agreed in writing, all charges are payable in the currency specified in advance by major credit card. Late payments are subject to costs of collection (including legal fees of 17.5% pre-filing, or 35% if formal proceedings are filed) and shall bear interest at a rate equal to the lesser of one (1) percent per month or the highest rate permitted by law.

Third Party Links and Advertisers

Content, goods or services may be offered by third parties through hotlinks or advertisements contained on our Site or through private-branded areas that are controlled by third party providers. These are offered as a convenience to You. We have no control over and do not endorse third party content, goods or services. We act as a distributor and not as a republisher of third party content and as an advertising channel for third party goods and services. Third party providers may change, add or discontinue their content or offerings at any time without notice. They may impose additional or different conditions on Your use of their content or services (please read any additional terms that may be posted by such providers). WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING CONTENT, GOODS OR SERVICES YOU OBTAIN FROM THIRD PARTY PROVIDERS. YOU WILL LOOK SOLELY TO THE THIRD PARTY PROVIDER FOR ALL CLAIMS REGARDING SUCH MATTERS.

System Security

We offer secure web pages to collect certain kinds of information from users and we store certain kinds of sensitive information in encrypted form. We follow reasonable technical and management practices to help protect the confidentiality, security and integrity of data stored on our system. While no computer system is completely secure, we believe the measures implemented by our Site reduce the likelihood of security problems to a level appropriate to the type of data involved.

Online Job Applications

Our Site has a career center that may accept resumes and job applications online ("Job Application"). If You submit a Job Application, You authorize us to make inquiries concerning Your employment history, education, credit status and qualifications. You release from liability our company and those who may respond to our inquiries. Any false information in a Job Application is sufficient cause for denial or termination of employment. Any offer of employment will require a written offer letter manually signed by the department head making the offer. We hire on an at-will basis in which either party may terminate at any time, with or without cause. This paragraph takes precedence over other provisions of the TOS.

Our Privacy Policy

Our Privacy Policy for this Site is posted at our main page and at www.priacta.com/Information/Privacy.shtml. The terms of that Policy, and any future amendments to it, are hereby incorporated by reference in its entirety into this Agreement and subject to these terms. Third parties providing goods or services to You (including those advertising or providing links on our Site) may have privacy policies or practices that differ from our own. Please check their sites' privacy disclosures for details.

Warranties and Liabilities

Warranty Disclaimer

THE SITE AND SERVICES (INCLUDING ALL INFORMATION, CONTENT, COMMUNICATIONS, FEATURES, PRODUCTS, SOFTWARE, COACHING, TRAINING, AND TECHNICAL SUPPORT SERVICES) MAY INCLUDE INACCURACIES, ERRORS, OMISSIONS, AND DEFECTS AND ARE PROVIDED AS-IS AND AS-AVAILABLE WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING MERCHANTABILITY, QUALITY, INTEGRATION, ACCURACY, RELIABILITY, COMPLETENESS, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. PRIACTA IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR DISRUPTION OF YOUR WORK, COMMUNICATIONS, CONTENT, OR TRANSACTIONS ENTERED INTO WITH THE SITE, FOR ANY REASON. PRIACTA IS NOT RESPONSIBLE FOR ANY HARASSING, DEFAMATORY, ILLEGAL OR IMPROPER CONDUCT OR CONTENT OF THIRD PARTIES, OR FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES.

YOU AGREE THAT PRIACTA SERVICES ARE ADVISORY AND SUPPORTIVE ONLY, AND YOU BEAR SOLE RESPONSIBILITY FOR THEIR USE. YOU ACKNOWLEDGE THAT THERE ARE INHERENT RISKS TO DATA AND HARDWARE ASSOCIATED WITH TECHNICAL SUPPORT SERVICES FOR COMPUTER SYSTEMS, AND YOU ACCEPT THOSE RISKS AND AGREE TO BACK UP ESSENTIAL DATA AND TAKE ADEQUATE PRECAUTIONS PRIOR TO FOLLOWING RECOMMENDATIONS OR GRANTING ACCESS TO YOUR SYSTEM FOR ANY SUPPORT OR TRAINING SERVICES. YOU AGREE TO FOREVER INDEMNIFY AND HOLD HARMLESS PRIACTA AND ITS AGENTS FROM AND AGAINST ANY LOSS, COST OR EXPENSE WHATSOEVER RESULTING FROM SUPPORT OR TRAINING SERVICES PERFORMED OR ADVICE RENDERED BY PRIACTA, OR YOUR ACTIONS OR THOSE OF YOUR EMPLOYEES AS A RESULT OF THE SERVICES PROVIDED.

Limitation of Liability

YOU AGREE THAT PRIACTA IS NOT LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE AMOUNT, IF ANY, ACTUALLY PAID TO IT BY YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM. IN NO EVENT IS PRIACTA LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT, LOST GOODWILL, LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. THIS LIMITATION IS A MATERIAL CONDITION TO THIS AGREEMENT, IS COMMERCIALLY REASONABLE AND HAS BEEN FACTORED INTO THE AGREEMENT AS A WHOLE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. THIS LIMITATION IS INDEPENDENT OF REMEDY LIMITS.

Indemnification

You agree to defend, indemnify and hold harmless Priacta and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including legal and professional fees) asserted by any third party and arising from Your use of the Site or Services, Your conduct, content, communications, alleged infringement of third party intellectual property or privacy rights, or violation of this Agreement.

Limitation of Remedies

You agree that if the Site or Priacta breaches this Agreement, Your sole and exclusive remedy will be to 1) terminate this Agreement and Your relationship with the Site, and 2) obtain a refund according to the terms of Priacta's published money-back guarantee policy at the time of purchase (if a purchase was made). This applies regardless of whether the remedy fails of its essential purpose.

Protected Parties

THE WARRANTY DISCLAIMERS, LIABILITY LIMITS, INDEMNITIES AND RESERVATION OF RIGHTS CONTAINED IN THIS AGREEMENT PROTECT PRIACTA, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, CONSULTANTS, ADVISERS, EMPLOYEES, AFFILIATES, ADVERTISERS, DISTRIBUTORS, RESELLERS, SUPPLIERS, PUBLISHERS AND PROMOTERS.

Force Majeure

Priacta is not responsible for any delay or failure in performance of the Site or Services in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under this Agreement.

Injunctive Relief

If You violate or exceed the scope of this Agreement or infringe our proprietary rights, You agree we would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining Your from further mischief.

Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF VIRGINIA (USA), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. YOU AGREE TO INITIATE AND MAINTAIN ANY LEGAL ACTION IN SUCH DESIGNATED JURISDICTION AND IRREVOCABLY CONSENT TO EXCLUSIVE PERSONAL JURISDICTION AND VENUE THEREIN. YOU ARE RESPONSIBLE FOR COMPLYING WITH YOUR OWN LOCAL LAWS, WHICH MAY VARY WITH RESPECT TO CERTAIN ACTIVITIES OR PEOPLE (e.g., MINORS). You agree that U.S. District Courts can hear cases involving copyright issues between us. Since we make no warranties and have limited our liabilities, You should have little reason to have a grievance with us. Should You nevertheless bring legal action against us, You irrevocably agree it will be brought and maintained on an individual basis (and not consolidated with similar cases) within one (1) year after the claim arises or be barred. As disincentive for unwarranted litigation, You agree that if You sue us and don't win on the merits, You will pay our defense costs, including reasonable legal fees for in-house and outside counsel. If we are required to enforce this Agreement or our rights, You irrevocably accept legal notices and papers by electronic mail at Your last known email address (we would also attempt to send You a backup copy by regular mail).

Technology and Data Transfer

Technology Transfer

The transport of technology, technical data and information across national boundaries is regulated by the U.S. and certain foreign governments. You agree not to directly or indirectly export or re-export any information, software or technology obtained from or through the Site or Services that requires an export license or governmental approval without first obtaining that license or approval. This provision will survive termination of our Agreement.

European Union Residents

If You reside in the European Union (EU) or if any transfer of information between You and our Site is governed by the European Union Data Protection Directive or national laws implementing that Directive, then You consent to the transfer of such information outside of the European Union to Your country and to such other countries as may be contemplated by the features and activities provided by the Site.

U.S. Government Restricted Rights

To the extent used by U.S. government personnel: this is a computer data base that constitutes restricted computer software and is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19, as applicable. Contractor is Priacta, a division of Emerge First LLC, a limited liability corporation with offices located at 11040 Bollinger Canyon Road, Suite E-867, San Ramon, CA 94582.

Relationship of Parties

There are no third party beneficiaries of this Agreement. The parties are independent to one another and are not related by franchise, partnership, employment, joint venture or otherwise. Priacta is not a party to any transaction between You and any third party advertisers or suppliers. You will look solely to the third party for all claims regarding their goods, services or information.

Right to Rely on Instructions

Priacta may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the Site's automated criteria or which is believed by Priacta's personnel to be genuine. For any password protected areas, the Site may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. Priacta may assume the latest email addresses and registration information on file with the Site are accurate and current. When programmed to do so, the Site may take prescribed actions in the absence of receiving proper and complete contrary instructions.

Changes to Site

We reserve the right to modify, change or discontinue the Site or Services or any feature at any time without notice. You agree that Priacta is not liable to You or to any third party as a result of any such action. We invite users to make suggestions for ways that the Site and Services can be improved or comment on the Site or Services. If You make a suggestion or comment, You authorize us to use the idea and to publish Your name in connection with the submission. We do not pay compensation for using submissions.

Termination

Either party may terminate this Agreement in their sole discretion, at any time with or without cause and regardless of the stated registration period otherwise applicable. We reserve the right to suspend or terminate operation of this Site or Services, or any feature of this Site, at any time upon notice. Protections afforded to us and to third parties by this Agreement will survive termination. If this Agreement is suspended or terminated as a result of unauthorized use or infringement of rights to Content obtained from the System, You agree that upon request, You will destroy all copies of such Content in Your possession or under Your control.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information.

Pricing Information

Current rates for using the Site or Services may be obtained by calling 1-925-587-5067. The Site reserves the right to change fees, surcharges or to institute new fees at any time, as provided in this Agreement.

Complaints

The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1020 North Street, Suite 501, Sacramento, CA 95814, or by telephone at (916) 445-1254.

Amendment

We reserve the right to change this Agreement at any time by posting a new version on the Site. Your continued use of this Site or Services after the effective date of such amendment and after notification of the change will constitute Your acceptance of all versions posted since Your last notification. "Notification" includes You visiting the Site; it also includes verbal communication or email sent to Your last known email address informing You that a change has been posted. Any other amendment to this Agreement shall be in a pen-and-ink signed writing, regardless of any course of performance or trade practice between us.

Miscellaneous

This document reflects our entire and exclusive agreement and supersedes all other agreements regarding this subject matter, whether written or verbal. This electronic document or a hardcopy duplicate in good form shall be considered an original document admissible into evidence unless the document's authenticity is genuinely placed in question. We reserve the right to assign this Agreement or delegate responsibility to any third party, including a party acquiring any of our operating assets or ownership interests. All licenses or permissions granted to You by this Agreement are personal in nature and may not be assigned, sublicensed or otherwise transferred and any attempt to the contrary is void. Any provision of this Agreement found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. Waiver of a provision in one instance shall not preclude our enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.

Notice of Copyright Infringement Procedures

If You believe content on our Site infringes Your copyrighted work and You want Priacta to take down the offending material, You will need to complete the following Notice of Copyright Infringement and mail it to our Registered Agent (do not use this procedure for any other kind of communication):

Mail it to Us

Priacta
11040 Bollinger Canyon Road
Suite E-867
San Ramon, CA 94582
Or Email it to: support@priacta.com

Notice of Copyright Infringement

I certify under the penalty of perjury that I own or am authorized to act on behalf of the owner of the copyrighted work identified below. I believe in good faith that the copyrighted work has been used on your Site without authorization by the owner, its agents or according to law. I ask that you remove or block access to the infringing material.

Name of Copyright Owner:
Description of Copyrighted Work:
Description of Infringing Material:
Location of Infringing Material:

I can be contacted as follows:

My Name:
My Title:
Company:
Address:
Address:
Telephone:
Fax:
Email:

I certify under the penalties of perjury that the foregoing is true and correct to the best of my information, knowledge and belief.

Signed:

Date:

 

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