Last Revised: Aug 26, 2024
TERMS OF USE
INTRODUCTION
Propel Your Business, LLC (“PYB”, “we”, “our”, or “us”) provides the proprietary Propeller Methodology and makes the Propeller Methodology and its associated tools available through its online platform (the “Platform”) and may provide software that may be downloaded to your smartphone or tablet to access services (each a “Mobile Applications”). The Platform, the Mobile Applications, the PYB Content (defined below) provided with or through the Platform, and the services which PYB provides to you in connection with the foregoing, are referred to as the “Services”.
These Terms of Use (these “Terms”) are a legal agreement between PYB and you governing your access to and/or use of the Services. If you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party.
If you have entered into a separate agreement with PYB for the Services (“Services Agreement”), your use of the Platform and Services is, at all times, subject to the terms and conditions of the Services Agreement. Nothing in these Terms modifies your rights or obligations under the Services Agreement.
BY REGISTERING FOR THE SITE OR SERVICE, OR BY OTHERWISE ACCESSING THE SITE OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. To register an Account with PYB, you must be 18 years or over.
1. Services.
1.1 Accounts and Registration. You may access and use certain features of the Services by creating a PYB User Account (your “Account”).You may log into your Account to use such Services using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to PYB about yourself upon registration of your Account, and at all other times, (“Registration Information”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Registration Information to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. PYB reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify PYB immediately at [email protected]. PYB is not liable for any loss or damage arising from your failure to comply with the above requirements. [If You connect us with a third party services such as Facebook, Google, or LinkedIn, You give us permission to access and use Your information from that third party service as permitted by that service, and to store Your login credentials for that service.]
1.2 Platform License. Subject to these Terms and the Services Agreement, PYB grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services specifically made available to you for your own internally business purposes permitted by PYB and strictly in accordance with these Terms and, if applicable, the Services Agreement (the “Permitted Purpose”). This license is exclusive to you and you may not sublicense the use of the Services.
1.3 PYB Content and Materials. The Services may include access to certain information, data, reports, templates, spreadsheets, analyses, methodologies, and other content (“PYB Content”). All PYB Content is the protected intellectual property of PYB and its licensors. You are permitted to access and use the PYB Content solely and exclusively for your own internally business purposes in accordance with these Terms.
1.4 Limitations. You agree that you are solely responsible for any and all acts and omissions that occur through your use of the Platform and PYB Content. You agree not
1.5 You will not, and will not permit any third party to: (a) access or attempt to access the Services except as expressly provided in this Agreement; (b) use the Service in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Services; (c) use automated scripts to collect information from or otherwise interact with the Services; (d) alter, modify, reproduce, or create derivative works of the Services; (e) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Services or otherwise make the Services available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services; (h) monitor the availability, performance, or functionality of the Platform; or (i) interfere with the operation or hosting of the Platform. You agree that you (and not PYB) are responsible for ensuring that you comply with any applicable laws when you use the Services.
2. Pricing and Payment. The Services are initially made available under these Terms without any charge other than those specified and paid under the Services Agreement. However, PYB reserves the right to beginning charging for the Services, or any component thereof. Any fees for the Services will be posted on the Sites.
3. User Materials
3.1 Copyright in Your User Materials. In connection with your access to, or use of, the Services, you may have the opportunity upload or provide certain information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Materials”). PYB does not claim ownership rights in any such User Materials that you make available. By submitting your User Materials you hereby grant to PYB a non-exclusive, transferable, sublicensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such User Materials through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Services.
3.2 Distribution of User Materials. You are responsible for the User Materials you provide. You represent and warrant that (a) you own or have the right to post such User Materials and (b) such User Materials, or its use by PYB pursuant to the license granted above, does not: (i) violate these Terms, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Materials by PYB or other individual or entity without the prior express written consent from PYB or such individual or entity.
3.3 Review of User Materials and Materials. While PYB does not and cannot review all third party material uploaded in connection with the Services, and is not responsible for its content, PYB reserves the right to remove, delete, move, or edit User Materials that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. PYB will not be liable for any User Materials submitted by you or any other party.
4. Third Party Software. The Platforms may contain links to other websites operated by third parties (“Third Party Sites”). Such Third Party Sites are not under our control. PYB provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites. Your use of these Third Party Sites and any associated product or service is at your own risk.
5. Privacy. PYB respects the privacy of is users. PYB collects, uses and discloses information about you in accordance with PYB’s Privacy Policy (the “Privacy Policy”). You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, PYB cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.
6. Suspension and Termination. PYB reserves the right to suspend or terminate your Account and your access to and use of the Services, at any time, without notice. PYB reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that PYB shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
7. Ownership and Intellectual Property.
7.1 Reservation of Rights. Neither you nor PYB assigns, licenses, or transfers rights in any intellectual property except as expressly stated in these Terms.
7.2 PYB Ownership in the Services. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services (i.e., the Platform and Mobile Applications), as well as any databases, software, hardware, and other technology used by or on behalf of PYB to operate the Services are owned by PYB and its licensors. Your access to or use of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Other than with respect to your User Materials, PYB retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it.
7.3 Feedback. You may provide PYB with input, comments, or suggestions regarding the Services (collectively “Feedback”). In such event, you hereby grant to PYB a non-exclusive, perpetual, worldwide, royalty-free license to use such Feedback in connection with improvements to, or delivery of, the Services. PYB has no obligation to make use of any Feedback.
8. Disclaimers of Warranty.
8.1 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. PYB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY PYB, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
8.2 PYB MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL BE AVAILABLE, OR THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS.
8.3 PYB MAKES NO REPRESENTATIONS CONCERNING ANY USER MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND PYB WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. PYB MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
9. General.
9.1 Modification. PYB may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Platforms or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Platforms or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platforms or Services.
9.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Illinois without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that PYB has not adhered to these Terms, please contact us by email at the email address on the Platform. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and PYB are unable to reach a resolution to the dispute, you and PYB will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Chicago, Illinois office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND PYB AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN PYB AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PYB ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and PYB otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. Notwithstanding the foregoing, PYB may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction. If you are subject to any state or federal law requiring that the laws of a different jurisdiction apply or that prohibit dispute resolution in the manner required in this Section, then this Section shall be deemed revised to conform with such laws.
9.3 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and PYB as a result of these Terms or use of the Services.
9.4 Waiver. The failure of PYB to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by PYB in writing.
9.5 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
9.6 Survivability. All terms which, expressly or by their nature, are intended to survive termination or expiration of this Agreement shall so survive.
9.7 Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to PYB by postal mail to the address for PYB listed on the Platform and PYB’s website. PYB may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to PYB in connection with your Account, provided that in the case of any notice applicable both to you and other users of the Platform, PYB may instead provide such notice by posting on the Platform. Notices provided to PYB will be deemed given when actually received by PYB. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via email.
9.8 Entire Agreement. These Terms constitute the entire agreement between you and PYB with respect to the Services, superseding any prior agreements between you and PYB. The failure of PYB to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and PYB nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.