Terms of Use

TERMS AND CONDITIONS

A. INTRODUCTION.

Welcome to the SmartDeploy web site. Prowess ("Prowess") makes available a variety of resources (collectively the “Services”) through this site. These Services are subject to the following terms and conditions (“Terms and Conditions”), which are legal obligations. The Services include any updates, new features, enhancements and the addition of new Web properties. Prowess does not discriminate on the basis of race, ethnicity, national origin, age, gender, religion, sexual orientation or any other protected status.

B. ACCEPTANCE OF TERMS AND CONDITIONS.

By using the Services, you agree to be bound by, and to comply with, these Terms and Conditions and any other rules or guidelines, which we may implement for any individual Web site or Service. Prowess reserves the right to update these Terms and Conditions at any time without notice to you. You may review the most current version of the Terms and Conditions by clicking the hypertext link located at the bottom of our Web pages.

C. CONDITIONS AND RESTRICTIONS ON USE.

If you fail to comply with the Terms and Conditions, or if you engage in any of the following activities, Prowess may terminate your use of the Services: (a) using the Services for any unlawful purpose; (b) using the Services for any purpose prohibited by the Terms and Conditions; (c) engaging in any conduct that Prowess, in its sole discretion, believes is or may be harmful to another user or to any other party, directly or indirectly; (d) violating any foreign, federal, state or local law or regulation; (e) using the Services in a manner that could impair, disable, overburden or damage any Prowess server, or the network(s) connected to any Prowess server, or interfere with any other party’s use and enjoyment of any Services; (f) attempting to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Prowess server or to any of the Services, through hacking, password mining or any other means. In addition, Prowess may terminate any user’s access for any reason or no reason at all in its sole discretion, with or without prior notice.

D. REGISTRATION AND PRIVACY.

Certain of the Services may require you to register. You will provide us with current, complete and accurate information as prompted by the applicable registration form. You agree to update this data when necessary to keep it current and accurate. You will be solely responsible for choosing and maintaining in confidence your password and user name. Prowess will not be responsible should someone else use your password or account, and you agree to notify Prowess promptly of any unauthorized use of your account or other breach of security.

All registrations become Prowess exclusive property, and Prowess reserves the right to use all registrations and personally identifiable user information, subject to the Prowess Privacy Policy. Please click here to review our complete Privacy Policy.

E. USE OF SERVICES.

The Services are for your personal use, only, except where otherwise expressly provided. The products, services, software and information obtained from the Services may not be sold, transferred, licensed, reproduced, displayed, published, distributed, copied, performed or modified by you, or used to create derivative works.

You agree to use the Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Service. As examples of improper use, you agree not to:

a. Harass, stalk, defame, abuse, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
b. Post, upload or disseminate any obscene, indecent, profane, defamatory or other inappropriate or illegal material.
c. Use the Services in connection with surveys, contests, raffles, games, “pyramid schemes,” chain letters, junk email, spamming or any duplicative or unsolicited messages.
d. Collect or store personally identifying information about other users for commercial or unlawful purposes.
e. Make any sexual request on behalf of or to a minor or harm minors in any other way.
f. Impersonate anyone.
g. Employ misleading addresses or false information.
h. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including without limitation copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary approvals.
i. Use any material or information, including without limitation images or photographs, which are made available through the Services in any manner that infringes anyone’s proprietary right.
j. Upload, post, email or otherwise transmit files that contain so-called viruses, Trojan horses, worms, time bombs, trap doors, corrupted files, or any other similar software or programs that may damage the operation of anyone’s computer or property or adversely affect the quality, performance or functionality of the Services.
k. Advertise or offer to sell or buy any goods or services for any business purpose, unless such Services specifically allow such messages.
l. Inhibit or restrict any other user from using and enjoying the Services.
m. Delete or falsify any copyright information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
n. Download any file posted by another user of a Service that you know, or reasonably should know, may not be legally reproduced, displayed, performed, or distributed in such manner.
o. Violate any code of conduct or other guidelines which may apply to any particular Service.
p. Collect information about others, including email addresses.
q. Violate any applicable laws or regulations, including without limitation regulations promulgated by the U.S. Securities and Exchange Commission, and rules of any national or regional securities exchange.
r. Use, download or otherwise copy, or provide (whether or not for a fee) to anyone any directory of users of the Services or other user or usage information.
s. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense any software employed in connection with Services.
Prowess is not required to monitor the Services. However, Prowess reserves the right to review and remove materials posted to the Services in its sole discretion.

In its sole discretion, Prowess may disclose any information it deems necessary or appropriate to satisfy any applicable law, regulation, legal process or governmental request, or refuse to post, remove or edit any materials, in whole or in part.

F. SOFTWARE AVAILABLE ON THIS WEB SITE.

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

The Software is made available for download solely for use by end users according to the terms of the License Agreement.

COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE APPLICABLE LICENSE AGREEMENT. VIOLATORS WILL BE PROSECUTED TO THE MAXIMUM EXTENT OF THE LAW.

PROWESS MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. PROWESS MAKES NO ASSURANCES AS TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES.

EXCEPT AS MAY BE WARRANTED IN THE LICENSE AGREEMENT, PROWESS DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

G. DOCUMENTS AVAILABLE ON THIS WEB SITE.

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

PROWESS AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROWESS AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. PROWESS AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCTS INFORMATION OR THE PROGRAMS DESCRIBED HEREIN AT ANY TIME.

Documents specified above do not include the design or layout of the SmartDeploy.com web site, or any other Prowess owned, operated, licensed or controlled site. Elements of Prowess web sites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Prowess web site site may be copied or retransmitted unless expressly permitted by Prowess.

H. MATERIALS PROVIDED TO PROWESS OR POSTED AT ANY PROWESS WEB SITE.

Prowess does not claim ownership of the materials you provide to Prowess or post, upload, input or submit to any Services for review by anyone (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are granting Prowess, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses (including without limitation all Services), including without limitation the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and to sublicense such rights to any supplier of the Services.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission, including without limitation all rights necessary for you to provide, post, upload, input or submit the Submissions.

No compensation will be paid with respect to the use of your Submission, as provided herein. Prowess is under no obligation to post or use any Submission you may provide, and Prowess may remove any Submission at any time in its sole discretion.

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

I. UNSOLICITED IDEA SUBMISSION POLICY.

Prowess does not accept or consider unsolicited ideas or work, including without limitation ideas for new promotions, new products or technologies. To avoid potential misunderstandings or disputes when Prowess products or marketing strategies might seem similar to ideas submitted to Prowess, please do not send your unsolicited ideas to Prowess or anyone at Prowess. If, despite our request, you still send them, please understand that your ideas and materials will not be treated as confidential or proprietary, and we will have no obligations to you with respect to such ideas or materials or their disposition.

J. LINKS TO THIRD PARTY SITES.

The links in this area will let you leave Prowess's site. Prowess is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Prowess of the site. The linked sites are not under Prowess’ control, and Prowess is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such sites. Prowess is not responsible for webcasting or any other form of transmission received from any linked site.

K. TRADEMARKS.

SmartDeploy, and/or other Prowess products referenced herein are either registered trademarks or common law trademarks of Prowess Consulting, LLC in the U.S., the European Union and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred.

L. INDEMNITY AND RELEASE.

By using the Services, you agree to indemnify and defend Prowess and its affiliates, owners, officers, directors and employees and hold them harmless from and against any and all claims and expenses, including reasonable attorneys’ fees, arising from your use of the Services or from any person’s use of any account or password you maintain, regardless of whether such use is authorized by you. Furthermore, by using the Services, you agree to release Prowess and its affiliates, owners, officers, directors and employees from any and all claims, demands, debts, obligations, damages, costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Services. YOU HEREBY AGREE TO WAIVE ALL LAWS WHICH MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
M. MISCELLANEOUS.

These Terms and Conditions will be governed by and construed in accordance with the laws of New York without regard to its conflict of laws principles. The failure of Prowess at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same or any other term hereof. These Terms and Conditions may be amended only by Prowess. In the event of a breach or threatened breach of these Terms and Conditions, Prowess shall have all applicable equitable as well as legal remedies.

N. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROWESS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, EVEN IF PROWESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PROWESS' ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE LIMITED TO U.S.$50.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Prowess' liability shall be limited to the greatest extent permitted by law.

O. COPYRIGHT NOTICE.

Copyright ©2008 Prowess, USA. All rights reserved.

Any rights not expressly granted herein are reserved.

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Last updated: 4/12/2008