TERMS OF SERVICE

ProKakis Terms of Service. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a customer. This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. These Terms are not intended to answer every question or address every issue raised by the use of the Prokakis Service. Your continued use of the Service after we make changes to these Terms means that you accept those changes.

Agreement

Please read these Terms of Service (“Terms”) carefully before using www.ProKakis.com (the “Website”) or the products or services offered by ProKakis (the “Services”). Terms take effect when you click an “I Accept” button or check box presented with these Terms or, if earlier, when you use any of the Services or Website. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are agreeing to these Terms for an entity, such as the entity you work for, you represent to us that you have legal authority to bind that entity. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.

Access Fee

During the Term, you will pay us those certain fees and charges specified on the applicable Service Order. You are responsible for all applicable taxes on the fees and charges paid by you, including, without limitation, any and all sales, use, and value-added taxes but not any taxes imposed on ProKakis’ income.

Service

ProKakis (“we” or “us”) provides two types of Services:

  1. “Subscription Token Services”, which are the series of proprietary computer software programs developed by us as delivered to you that facilitate and automate the process of conducting surveys, polls, intercepts, and reports (“Software”), products and related systems, security, updates and improvements thereto and support services accessed by you using a web browser and the Internet under an Application Service Provider (ASP) model. Subscription Services are specified in a service order (“Service Order”) and are purchased on an annual or multi-year basis as set forth in a Service Order;
  2. Managed Services”, which are Services other than Subscription Token Services that we perform and/or provide, including the development and/or delivery of certain deliverables (“Deliverables”) Managed Services are bought on a requirement basis.

For purposes of these Terms, data includes all survey responses, reports, and any other information input or generated on behalf of you in connection with the Services (“Data”). ProKakis may make modifications to the Services at any time as it deems appropriate.

Use of the Services

You are responsible for controlling access to your account, including creating a strong and secure password and preventing unauthorized account usage or users. You must immediately inform ProKakis of any unathorized use of your passwords or any other breach of security and ProKakis will reset your password and you must take all other actions that ProKakis reasonably deems necessary to maintain or enhance the security of ProKakis’s computing systems and your access to the Services.

Unacceptable Usage

You are solely responsible for all Data and are liable for you Data. We reserve the right to remove any Data from our Service that we determine is in violation of these Terms. We may also suspend you account at any time without notice for conduct that violates these Terms. Additionally, if you violate these Terms, you may be subject to legal liability and prosecution.

You must comply with all relevant laws, rules and regulations including those governing privacy, data protection and spam. You agree not to sent email messages to any person that has opted out or otherwise objected to receiving message from you or another sender on whose behalf you may be acting. You may not use the Services in a way that would subject us to those specific regulations without our prior written agreement. You may not make the Service available to, our use the Service for the benefit of, anyone other than you or your users.

ProKakis Software

We own all right, title and interest in and to the Services as delivered, all related Software and technology, and all of our content provided in connection with the Services, including all intellectual property rights. Nothing contained on this Website should be construed as granting any license or right to use any trademark without our prior written permission. We and our licensors exclusively own all right, title, and interest in and to the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to us during your use of the Services. We reserve the right to include traffic generated by all websites we host in our overall accounting of page views, unique users, and other usage measures. This includes providing web traffic measurement companies with all URLs hosted by us for use in our projection of our overall traffic.

Confidential Information

“Confidential Information” includes these Terms, Service Orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential and any other information, including visual and oral information, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity and security of all Confidential Information. The above confidentiality obligations do not apply to information that you or we, as a recipient of such information from the other party, can document and prove:

  1. was rightfully in such recipient’s possession or known to such recipient prior to receipt of such information;
  2. is or has become public knowledge through no fault of the recipient;
  3. is received from a third party who lawfully acquired it without breach of any confidentiality obligation;
  4. is independently developed by employees of the recipient who had no access to such information; or
  5. is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and, if permitted by applicable law, with advance notice to the recipient).

Indemnification

You Indemnify ProKakis against: all claims, costs, damage and loss arising from your breach of any of these Terms or any obligations you may have to ProKakis, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by you.

Termination

We reserve the right to suspend or terminate your use of the Website and the Services at any time, without notice, if you are found in violation of these Terms. Following any termination, ProKakis will discontinue providing Services, and you will cease using Services. Within thirty (30) days after the end of the Term or termination of this Agreement you will pay to ProKakis all outstanding undisputed fees due and owing as of the effective date of termination.

ProKakis’s Liability

Changes to the Service

To the fullest extent permitted under applicable law, we may change, suspend, or discontinue, whether temporarily or permanently, any aspect or feature of the Service at any time, including hours of operation or availability of the Service, without notice or liability.

User Disputes

We are not responsible for any disputes or disagreements between you and any third party you interact with when using the Service, such as other users. You assume all risks associated with dealing with such third parties. You agree that you are solely responsible for resolving disputes with such third parties and that you will not involve us in any such disputes. You hereby release the Released Parties of all claims, demands, and damages arising from any dispute that you may have with any third party arising from your use of the Service. Use caution and common sense when using the Service.

Content Accuracy.

We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. You use the Service at your sole risk.

Third-Party Websites

The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

Third-Party Functionality

The Service may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions.

We make no promises and disclaim all liability of specific results from the use of the Service, to the fullest extent permitted under applicable law.

Released Parties Defined. “Released Parties” include ProKakis and its affiliates, officers, employees, agents, partners, licensors, successors and assigns.

  1. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (WITHOUT PREJUDICE TO WARRANTIES IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS IN THE EU), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (II) THE RELEASED PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY GOODS OR SERVICES AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (III) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

Other Terms:

Entire Agreement

These Terms, together with the ProKakis Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ProKakis relating to the Services and the other matters dealt with in these Terms.

Assignment

You may not assign or transfer any rights to any other person without ProKakis’s prior written consent.

Modification to this Agreement

We may modify these Terms at any time by posting a revised version on this website or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.

Severability

In the event that any one or more of these provisions should be held invalid, illegal or unenforceable, such provisions will be modified, if possible, to the minimum extent necessary to make them valid and enforceable, or if they cannot be so modified, then severed, and the remaining provisions contained herein will not in any way be affected or impaired.

Waiver

Our failure to enforce strict performance of any provision of these Terms does not constitute a waiver of the right to subsequently enforce such provision.

Third Party Beneficiaries

These Terms create no rights for third party beneficiaries.

Dispute

You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial.