Legal Information

SITE 9©, INC.
ProtoShare Terms of Service

BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE I AGREE BUTTON, YOU SUBMIT TO SITE 9, INC. ("WE" OR "SITE 9") AN OFFER TO OBTAIN THE RIGHT TO ACCESS AND USE THE SITE 9 SOFTWARE-AS-A-SERVICE PRODUCT KNOWN AS "PROTOSHARE" (OR ANY SUCCESSOR IN NAME THERETO) (THE "SITE 9 SERVICE") UNDER THE PROVISIONS OF THESE PROTOSHARE TERMS OF SERVICE (THE "TERMS OF SERVICE"). ANY NEW FEATURES OR TOOLS WHICH ARE ADDED TO THE SERVICE SHALL ALSO BE SUBJECT TO THESE TERMS OF USE UNLESS OTHERWISE INDICATED BY SITE 9. SITE 9 RESERVES THE RIGHT TO UPDATE AND CHANGE THE TERMS OF SERVICE BY POSTING UPDATES AND CHANGES TO THE SITE 9 WEBSITE. YOU ARE ADVISED TO CHECK THE TERMS OF SERVICE FROM TIME TO TIME FOR ANY UPDATES OR CHANGES THAT MAY IMPACT YOU.

BY CLICKING THE "I AGREE" BUTTON, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO BIND THE PERSON AND/OR ENTITIES (COLLECTIVELY, THE "CUSTOMER") WISHING TO USE THE SITE 9 SERVICE.

IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER OR YOU OR THE CUSTOMER DO NOT AGREE TO ANY OF THE TERMS BELOW, SITE 9 IS UNWILLING TO PROVIDE THE SOFTWARE TO THE CUSTOMER, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE ORDER PROCESS.

  1. Access and Use Rights.
    1. Through Customers paid subscription you will have the right to access and use the features and functionality of the Site 9 Service. Site 9 will or its suppliers will host the Site 9 Service for Customers benefit.
    2. During the registration and ordering process, the Customer will have the ability to choose from various levels of usage based upon your anticipated needs. These factors (Usage Variables) will include (a) the number of named users for whom you wish to purchase subscription licenses (each a Named User), (b) the size of the project for which Customer wishes to use the Site 9 Service, measured in terms of the number of prototype pages you create, and (c) storage size for the content intended to be utilized.
    3. Site 9s pricing will be based on the selected Usage Variables and all rights to use the Site 9 Service are limited to Customers then-current Usage Variables. However, if you or the Customer attempt to exceed any one of the designated Usage Variables, Customer will be notified of the need to pay additional fees to upgrade the subscription.
    4. The paid subscription will also provide Named Users with the ability to invite clients and other third parties (Secondary Users) to have limited access the Site 9 Service to allow them to view the work product you create using the Site 9 Service and to leave comments and feedback to you regarding the work. These third parties will be obligated to login in and agree to separate terms and conditions pertaining to their use of the Site 9 Service.
  2. Requirements and Restrictions.
    1. All Named Users and Secondary Users must be 13 years or older to use the Site 9 Service. The Customer is responsible for any and all use of the Site 9 Service by Named Users and Secondary Users and any breach of these Terms of Use by any such user shall be deemed a breach by Customer. Site 9 strongly suggests that Customer contractually ensure that its Named Users and Secondary Users comply with these Terms of Use.
    2. All information provided by you and all Named Users and Secondary Users during the registration, ordering and log in process must be full accurate and complete. We will use such information only in accordance with our Privacy Policy located at www.site9.com/privacy (or such other address provided by Site 9) and is incorporated herein by reference.
    3. You and the Customer are responsible for keeping all passwords and user log in information confidential and secure. Site 9 cannot and will not be liable for any loss or damage from your failure to maintain the security of any account and password.
    4. All Named Users and Secondary Users must at all times comply with Site 9s Acceptable Use Policy which can be found at www.site9.com/aup (or such other address provided by Site 9) and is incorporated herein by reference.
    5. You and Customer understand that Site 9 has no control over the designation of Named Users and/or Secondary Users. Therefore, Customer will be solely responsible for any and all actions of any Named Users and Secondary Users while using the Site 9 Service, including, without limitation, any and all text, images, videos and other content (Content) uploaded or otherwise made available through the Site 9 Service.
    6. Neither you nor the Customer or any Named User or Secondary User may (a) use or sublicense any rights granted hereunder for the benefit of any person or entity other than the Customer, (b) reverse engineer, disassemble or decompile the Site 9 Service or any component thereof, (c) remove, alter or obscure Site 9s name or logo or notices as displayed on any portion of the Site 9 Service, (d) use the Site 9 Service (i) in any manner except as provided for in this Agreement or (ii) in any manner that violates any applicable law, rule or regulation or (e) in any way access, use, or copy any portion of the Site 9 Service (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Site 9 Service.
  3. General Conditions.
    1. We own the Site 9 Service and grant only the limited rights described herein. Customer, Named Users and Secondary Users retain ownership to the Content but grant us the right to host, reproduce and perform it as necessary to perform the Site 9 Services. Customer acknowledges that the Site 9 Service permits Named Users and Secondary Users to display Content to third parties and we have no control over any disclosure of Content by Named Users or Secondary Users.
    2. We reserve the right to modify or terminate the Site 9 Service for any reason, without notice at any time.
    3. We reserve the right to refuse service to anyone for any reason at any time.
    4. All use of the Site 9 Service is at the sole risk of the user. SITE 9 MAKES NO GUARANTEES REGARDING THE SITE 9 SERVICE AND DISCLAIMS ALLWARRANTIES REGARDING THE SITE 9 SERVICE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRIGEMENT, MERCHATABILITY AND FITNESS FOR PURPOSE. Site 9 does not warrant that the Site 9 Service will be uninterrupted, timely, secure, or error-free. Site 9 does not warrant that the results that may be obtained from the use of the Site 9 Service will be accurate or reliable.
    5. All Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
    6. We may, but have no obligation to, remove Content that we or our suppliers determine in our respective sole discretion violate the AUP, these Terms or Service or are otherwise objectionable. However, Customer acknowledges that we have not duty or obligation to monitor any Content made available through the Site 9 Service.
    7. IN NO EVENT SHALL SITE 9 BE LIABLE TO CUSTOMER, NAMED USERS, SECONDARY USERS OR TO ANY OTHER THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA). SITE 9S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER, NAMED USERS, SECONDARY USERS OR TO ANY OTHER THIRD PARTY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT AND THE SITE 9 SERVICES SHALL NOT EXCEED, IN THE AGGREGATE THE FEES ACTUALLY PAID TO SITE 9 BY CUSTOMER UNDER THIS AGREEMENT AS OF THE DATE OF THAT SUCH LIABILITY FIRST ARISES.
    8. Customer agrees to indemnify, defend (at our option) and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents and employees harmless from any damages, claim or demand, cost, including reasonable attorney's fees or liabilities of any other kind due to or arising out of any breach of these Terms of Service by it, any Named User, Secondary User or any third party under its control.
    9. Technical support is only provided to paying account holders and is only available via email.
    10. Upon completion of a project performed using the Site 9 Service Customer will have the ability to download the finished worked product in a pre-determined format. We strongly encourage you to do this in a timely manner. We routinely purge old accounts to provide additional bandwidth and storage. If we purge any Content or work product after a project has been completed, we will not be liable for any loss of such Content or work product. It is Customers responsibility to maintain a copy of such Content and work product.
  4. Payment of Fees.
    1. Customer must pay the appropriate amount required based on the Usage Variables. A valid credit card may be required for paying accounts. If Customer provides a credit card for payment of fees under these Terms of Use, Customer hereby authorizes Site 9 to charge such credit card the requisite amount of fees payable and Customer agrees not to dispute such charges with its credit card company. Alternatively, Site 9 may issue invoices to Customer which are then payable pursuant to Section D2 below.
    2. If Customer is paying by credit card, charges will be automatically billed to the credit card on file. If Customer is to receive an invoice for amounts due, then Site 9 will deliver such invoice to Customer (which may include delivery via email, by display on the Site 9 Service administration console or through post mail). Invoices must be paid net 15.
    3. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only those based on our net income.
    4. Prices for are subject to change upon 14 days notice from Site 9. Such notice may be provided at any time by posting the changes to the Site 9 website or the administration menu of the Site 9 Service.
  5. Cancellation and Termination.
    1. Customer may cancel its account at anytime from within the main administration menu of the Site 9 Service. There is no other way to cancel Customers account except through this main administration page. Customer is solely responsible any damages or losses resulting form cancelling its account. If Customer cancels during the middle of a monthly subscription period, then (a) termination will become effective upon the expiration of the subscription period, (b) Customer will not receive a refund for any days remaining in the then-current subscription period (c) access to the Site 9 Service will terminate as of the expiration of such subscription period and (d) billing will cease other than for amounts then-outstanding.
    2. Site 9 may also terminate this Agreement if Customer does not provide a valid credit card for the payment of fees hereunder. If the credit card is invalid, we will notify Customer and attempt to charge the card again in 72 hours. If the credit card is invalid again, we will notify Customer once again, and if we are not provided a valid replacement credit card within 72 hours we will terminate access to the Site 9 Service until we are paid in full. In such event we may purge the Content as described in Section C.10. above.
    3. We may also immediately terminate these Terms of Service and access to the Site 9 Service upon any breach of the terms and conditions of these Terms of Service or in the event of any fraudulent activity involving the Site 9 Service.
  6. General.

    Nothing in these Terms of Service shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. These Terms of Service further controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of these Terms of Service shall be binding on the parties, and all successors to the foregoing who take their rights hereunder. We may assign this Agreement or any rights and/or delegate its obligations hereunder without prior written approval. Customer may not, however, assign or delegate its rights and obligations under these Terms of Service (in whole or in part) without the written approval of Site 9. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to and waivers of the terms of these Terms of Service must be in a writing that is signed by the parties hereto and expressly references these Terms of Service. These Terms of Service and the use of the Site 9 Service shall be governed by the laws of the State of Oregon, without regard to Oregon conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in Multnomah County, Oregon. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement together with all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. The terms on any purchase order or similar document submitted by Customer to Site 9 will have no effect and are hereby rejected. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address for their respective headquarters in the United States, attention: President.