Agreement to Terms of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to the PROS website located at www.pros.com, and all associated sites linked to www.pros.com by PROS, its subsidiaries and affiliates (collectively, the “Site”). BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. If you are accessing and/or using the Site on behalf of your employer or other third party (“Your Company”), you represent and warrant that you have the authority to act on behalf of and bind Your Company to these Terms of Use, and each reference in these Terms of Use to you or your, shall also include Your Company.

PROS reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without notice. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.

Your Rights to Use the Site are Limited

As long as you comply with these Terms of Use, you are permitted to access and use the Site and any content on the Site (“Content”) solely for your personal, informational, noncommercial purposes. In accessing and using the Site and the Content, you agree not to:

  • Defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;

  • Use any program, methodology, or any other automatic or manual process, to copy or monitor any portion of the Site;

  • Scan or test the Site or any network connected to the Site, nor breach or attempt to breach the security on the Site or any network connected to the Site;

  • Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site;

  • Use or export or re-export any Site or Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations; or

  • Use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of PROS or any third party.

You also agree to comply with all laws from the country in which you reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

Intellectual Property Notice

This Site and Content, including but not limited to the design, structure, selection, coordination, expression, and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to PROS, and is protected by intellectual property and unfair competition laws.

You may use information on PROS products and services (such as white papers, case studies, and similar materials) purposely made available by PROS for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, or used for the creation of derivative works, without PROS express prior written consent. You hereby agree to assign and do assign to PROS any modifications or derivative works made in contravention of this limitation.

Confidential Information; License Grant

PROS does not want to receive confidential or proprietary information from you through our Site. Please note that any feedback, information or material sent to PROS will be deemed NOT to be confidential and you expressly agree to waive any trade secret or confidentiality rights with respect to such information or material. By sending PROS any information or material, you grant PROS an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You further represent and warrant to PROS that you have the right, title, and/or authority to grant such license to PROS. You also agree that PROS is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; (b) we first notify you that the materials or other information you submit to a particular part of this Site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to PROS for the purpose of receiving products or services will be handled in accordance with our privacy policies, and may be disclosed by PROS if such disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such information violates the rights of others, or (4) protect property or personal safety.

Links to Other Sites and to the Site

This Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under PROS control, and PROS is not directly or indirectly responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Translations

Certain text in this Site may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and PROS makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranty for additional conditions.

Void Where Prohibited

PROS administers and operates the Site from its location in Houston, Texas USA. Although the Site is accessible worldwide, not all products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations. PROS reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area. Any offer for any product or service made on the Site is void where prohibited.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. PROS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, PROS MAKES NO WARRANTY OR GUARANTEE THAT THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT WILL PROS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS SITE OR ANY USE OF THIS SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF PROS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

YOUR SOLE REMEDY AGAINST PROS FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

WAIVER AND SEVERABILITY

PROS failure to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision, nor shall any course of conduct between PROS and you or any other party be deemed to modify any provision of these Terms of Use. To the extent that any provision in this Terms of Use shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this Terms of Use as modified, legal and enforceable under applicable laws and the balance of the provisions of this Terms of Use shall not be affected thereby.

INDEMNITY

You agree to indemnify and hold PROS, its affiliates, subsidiaries, officers, directors, agents, partners, employees, and licensors harmless from any claim or demand (including reasonable attorneys’ fees), made against PROS by any third party due to or arising out of or in connection with your use of the Site.

VIOLATION OF TERMS AND CONDITIONS

Your failure to comply with the terms and conditions on this Site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Your violation of these Terms of Use may also constitute an unlawful and unfair business practice, and may cause irreparable harm to PROS, for which monetary damages could be inadequate, and PROS may obtain any injunctive or equitable relief that PROS deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies PROS may have at law or in equity.

If PROS does take any legal action against you as a result of your violation of these Terms of Use, PROS will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to PROS. You agree that PROS will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Travis or Harris County, Texas, and waive any objection to such jurisdiction or venue.

Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between PROS and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Forward-looking and cautionary statements

Except for historical information and discussions, statements set forth throughout this Site may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. These statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially, as discussed in the company's filings with the U.S. Securities and Exchange Commission. See the “SEC filings” link under “Investor Relations” on this Site for copies of such filings.

 

Last Updated:  November 20, 2012

©2012 PROS Holdings, Inc. All Rights Reserved