Terms of Services

ProactiveInsights.com ("ProactiveInsights")" operates and maintains an Internet Web site at the URL http://www.ProactiveInsights.com with related tools and processes ("Tools") to administer both standard and customized with related tools and processes ("Tools") to administer both standard and customized surveys, questionnaires and other related and associated services (collectively called the "Surveys") for use by you (hereinafter referred to as "End User", "You", "Your" or "Customer"). Together, the Site, Tools, and Surveys, including any sample survey questions, templates and related materials, shall be called the "Services". This agreement sets out the legally binding terms of your use of the service provided by ProactiveInsights to you. By accessing, using and/or registering for the service provided by ProactiveInsights, you agree that you have read and understand this 'Terms of Service' document and all of its contents (hereinafter referred to as the "Agreement").

You agree to this Agreement being the legal equivalent of a signed, written contract and equally binding, and that you will be subject to all of the terms and conditions set forth herein. This agreement may be modified by ProactiveInsights from time to time and such modifications will be effective immediately upon posting of the modification.

You agree to review the Agreement from time to time so as to be aware of any such modifications, additions, deletions or other changes. You understand and agree that your continued access, registration and/or use of the Service shall be deemed to be your acceptance of the modified agreement.

  1. The Services

    The Service provided by ProactiveInsights enables the Customer to administer Surveys containing images, videos and other rich media content. The Services allow you to send surveys to certain individuals (the "Survey Participants") and to analyze their responses. The Service also includes creation and distribution of electronic messages by Customer for electronic distribution of these Surveys. We may add new features, bug fixes and enhancements from time to time and any new feature, enhancement, addition, change or upgrade to the current Service shall be subject to the terms and conditions set forth in the Agreement herein. We may, from time to time, retire old features. If after any upgrade, you prefer a retired feature; ProactiveInsights may continue to provide the retired feature to you at ProactiveInsights's sole discretion.

    You agree to fulfill the Client responsibilities outlined in this Agreement including the responsibility to administer, create and distribute the Surveys and to ensure that your use of the ProactiveInsights Services does not violate any law, including any law against spamming. Notwithstanding any other provision of this Agreement, if ProactiveInsights provides any sample surveys to you directly or through use of the Survey Bank, those surveys are provided "AS IS." ProactiveInsights makes no representations or warranties of any kind concerning the surveys or their use, and Customer's use of the surveys is at its own risk. ProactiveInsights hereby grants you a license to modify, alter, or copy surveys clearly marked as ProactiveInsights's intellectual property for your own internal business purposes. You agree to use all of the surveys in accordance with all relevant copyright laws and notices.

  2. The Services

    ProactiveInsights is committed to our policy of protecting the privacy and confidential information of both you and your Survey Participants. Any information you or your Survey Participants provide to ProactiveInsights will be used only as described in the ProactiveInsights Privacy Statement, which can be viewed on our website. ProactiveInsights will not edit, review, monitor, or disclose the contents of any Survey, Survey responses, Electronic Messages created and/or sent by a User to a third-party recipient without User's prior permission, except in the following cases

    • In order to enforce this Agreement.
    • If it is required by the law.
    • In compliance with legal authorities or during any legal proceeding.
    • In order to rectify any technical or logical issue, in any survey, reported by the User, which the User is not able to solve without assistance from ProactiveInsights.
    • To respond to any good faith belief or claim that a Survey, or any of its content or a Message or any of its contents, violates the rights or interests of any third party or violates this Agreement; and/or
    • To protect the rights and/or property of ProactiveInsights, its licensors or any other third party.
  3. User Accounts and Security

    For your ease of use, when you begin to use the Services, you create a user name and password that will enable you to access your account. You are solely responsible for any and all activity that occurs within your account including, but not limited to, the content of all Surveys, Electronic Messages sent through the Service from your account. Also, you are solely responsible for maintaining the confidentiality and security of your account and password. At your sole discretion, you may modify/change your password at any time by following the instructions provided on the ProactiveInsights web site. If you learn of any unauthorized use or any breach of security in your account, user names and/or passwords, you expressly agree to notify ProactiveInsights immediately.

  4. License

    ProactiveInsights grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and compose, send, read, print, save as well as forward electronic messages containing the Content as described in this Agreement. The Customer hereby agrees to access and use the Service for its intended purposes, subject to compliance with this Agreement, and is hereby prohibited from utilizing the Service for any other purpose or to alter the Content and/or Service in any way, including, but not limited to, removing or deleting any proprietary rights notices.

    This license does not include the right to collect or use information contained on the Site or through the Service for purposes prohibited by ProactiveInsights, to compete with ProactiveInsights, create derivative works based on any and all Content obtained through the Service, or download or copy any Content obtained through the Service (other than page caching).

    In addition, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer any content, information, documents, graphics or other materials or Content obtained through your use of the Service, in whole or in part, for commercial or non-commercial purposes. License to use the Service is limited to personal use by the End User; therefore, resale or commercial use of the Service or any other means to seek financial gain from providing the Service to any third party, without the express, prior written consent of ProactiveInsights, is strictly prohibited. By using the Service, you acknowledge and agree that portions of the Content is provided to you by third-party licensors, and you hereby agree to adhere to and comply with any such third-party's license(s) and to refrain from violating any such licensor's intellectual property rights. If you use the service in a manner that exceeds the scope of this license or breaches this Agreement, ProactiveInsights may revoke the license granted to you.

    You agree to pay the fees for the Services listed in any Sales Order Exhibit. All Sales Order Exhibits are non-cancellable and non-refundable. We may assess a late fee of one and one half percent (1.5%) per month on any balance that remains unpaid after the due date. Failure to pay any invoice within fifteen (15) days of the date of any invoice will be a material breach of the Agreement that entitles ProactiveInsights to terminate this Agreement including your access to Services immediately. You are responsible for the payment of all sales, use and other taxes, except those on ProactiveInsights's income. All payments are to be made in United States dollars.

  5. Creative Control Responsibilities

    The ProactiveInsights platform is designed to allow you flexibility and creative control of the surveys and the survey process. Accordingly, you are responsible to perform at least the following functions:

    • Administer the Surveys through the Site.
    • Create a distribution list of email recipients for each of the Surveys (a "Distribution List") and upload the Distribution List on to the ProactiveInsights platform either manually or through a pointer to your own database.
    • Ensure that you have the right to send emails to each address on the Distribution List.
    • Maintain the Distribution List including the obligation to remove from the Distribution List all names and email addresses as requested by Survey Participants.
    • Provide to ProactiveInsights either the name of an individual or a company e-mail address that can be used to appear in the "Sender" column of any Survey Participant's email message. The email messages sent from the Services are delivered from ProactiveInsights servers, but the "Sender" name or email address will make it appear that the email comes from you or your firm or organization.
    • Warrant and represent to ProactiveInsights Ensure that you are authorized to use the name and/or the email address of the "Sender" (for the purposes discussed above).
    • Provide, maintain and keep up-to-date the company profile on the Site, including contact information.
  6. End User Conduct

    By accessing and/or using the Service, you hereby represent and warrant that you will not utilize the Service for any purpose that is unlawful and/or prohibited by the terms and conditions in this Agreement. The Service provided by ProactiveInsights makes use of the Internet to conduct online survey, compose, send and receive electronic messages; therefore, each End User's conduct is subject to Internet law, regulations, policies and procedures. By utilizing the Service, you shall not engage in unlawful or unethical activities through your use of the Service, including, but not limited to:

    1. Unsolicited surveys
    2. Defamation, libel, slander, abuse, harassment, stalking, embarrassment, threatening acts or otherwise violate the legal rights of any third party.
    3. Publish and/or distribute inappropriate, profane, vulgar, defamatory, infringing, obscene, adult-oriented, pornographic, torturous, indecent, unlawful, immoral or otherwise objectionable material.
    4. Harm minors in any way, form or manner.
    5. Harvest or collect any information about any third party, including, but not limited to, e-mail addresses, without consent of such third party.
    6. Record conversations or communications between or among any other third parties without the consent of such third parties.
    7. Create false identities for the purpose of misleading any third party as to the identity of the sender of any Message or to manipulate the origin of any Message or transmission of same.
    8. Transmit or upload any content or materials that contain viruses, Trojan Horses, worms, bots or any other harmful or destructive programs.
    9. Transmit or upload any content or materials that contain software or other content that is protected by Intellectual Property Rights, including, but not limited to, copyright, trademark and patent rights, rights of privacy or publicity, or any other applicable law, unless you are the owner of such rights thereto or have received all necessary consents by the respective owners of such rights.
    10. Transmit or upload any content or material that would encourage conduct that could constitute a criminal offense, civil liability or otherwise violate any applicable local, state, federal or international law, regulation or policy.
    11. Interfere with, disrupt or manipulate the Service, its networks or servers, or violate the regulations, policies and procedures of such networks and servers.
    12. Successfully gain or attempt to gain unlawful and/or unauthorized access to the Service and/or accounts, systems and networks connected to the Service by password mining or other unauthorized means.
    13. Violate any applicable laws, policies or regulations, including, but not limited to, laws relative to the transmission of data or software exported from the United States of America through the Service and/or any other applicable local, state, federal and international law and regulation.
    14. Interfere with any individual, entity, or any other third party's use and enjoyment of the Service.
    15. Use the Service to advertise and/or promote any illegal activities.
    16. Use the Service for illegal purposes.
    17. Use the Service for gambling or betting purposes.
    18. Use the Service to promote the use of alcohol, firearms or tobacco products.
    19. Use the Service to send electronic mail transmissions to any third party that include links to any web site that violates the terms and conditions set forth in this Agreement.
    20. Engage in any other conduct, activity or behavior that, in ProactiveInsights's sole and exclusive discretion, is considered unauthorized, illegal, immoral or objectionable.
  7. End User Conduct

    ProactiveInsights may, at its sole discretion, establish and enforce general practices, policies and limitations with regard to your use of the Service, including, but not limited to:

    1. The maximum number of day(s) for which your survey, survey invitations, survey responses, saved reports and other uploaded content will be stored by the Service.
    2. The maximum number of day(s) that electronic mail invitations or other uploaded content will be stored by the Service.
    3. The maximum number of surveys that you may be allowed to conduct or create through the Service.
    4. The maximum number of survey invitations and responses that you may be allowed through the Service.
    5. The maximum number of questions in a survey that you maybe allowed through the Service,
    6. The maximum number of surveys that you may be allowed through the Service.
    7. The maximum size of survey that your account maybe allowed through the Service.
    8. The maximum size of any electronic mail messages that may be sent or received through your account, using the Service.
    9. The maximum disk and/or server space that will be allotted to you on ProactiveInsights's servers for your use of the Service.
    10. The maximum number of instances and duration which you may access the Service in a given period of time.

    The amount of storage on ProactiveInsights's server allotted to you for your use of the Service is limited; however, additional storage space may be available to you upon payment of additional fees. ProactiveInsights shall not be held liable for the deletion of surveys, survey questions, survey invitations and responses and other content that are not processed or recorded due to space limitations or other participation limitations. ProactiveInsights reserves the right to log off the account of any end user which has been inactive for an extended period of time, at the sole discretion of ProactiveInsights. ProactiveInsights further reserves the right to modify, add to or otherwise change these practices, policies and limitations at any time, with or without notice to you, at its sole discretion.

  8. Spamming

    By accessing, using and/or registering for the Service, you shall not use the Service, in whole or in part, in any way, for the purpose of composing and/or sending chain letters, junk electronic mail, "spam", or any purpose that involves the utilization of distribution lists to any third party business or individual that has not given express specific permission to be included in such a distribution list. Any electronic mail advertisement that is composed and addressed to a third-party recipient with whom the sender does not have an existing business, commercial or personal relationship and which is not sent at the express request or consent of the recipient to receive such a Message from you is strictly prohibited (hereinafter referred to as "Spamming"). ProactiveInsights reserves the right to immediately terminate any End User's license to access and/or use the Service if such End User uses the Service, in whole or in part, for Spamming purposes, and ProactiveInsights reserves the right to seek appropriate legal action as necessary for any such violation. If you reasonably believe that any other user may be using the Service for Spamming purposes, you hereby agree that you will promptly notify ProactiveInsights of any such violation.

  9. Prohibited Uses And Content

    You agree that neither you nor your Survey Participants will:

    • Transmit pornographic, obscene, offensive, threatening, harassing, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content through the Services.
    • Hide the identity of the Sender.
    • Use the Services for the benefit of a third party including as part of its business of providing marketing, consulting or other services to your own clients.
    • Engage in any activity that violates any law, including the Children's Online Privacy Protection Act, or any third party right, including any intellectual property right, privacy right or publicity right.
    • Upload, download or distribute files that contain viruses, corrupted files or any similar software or programs.
    • Frame the Site, reverse assemble, reverse engineer, decompile or otherwise attempt to derive the source code for the Services, nor create any derivative work of the Services.
    • You represent and warrant that neither you nor your survey participants will breach the obligations under paragraphs 3 and 4 of this agreement. You agree to defend, indemnify and hold harmless ProactiveInsights, our subsidiaries, affiliates, officers, and employees, from any and all claims, demands and damages (including reasonable attorneys' fees), due to or arising out of this Agreement including: (a) your breach of any representation, warranty, covenant or obligation under this Agreement, (b) your acts or omissions related to the Agreement and (c) any Survey Participant act or omission.
    • Without accepting the obligation to do so, ProactiveInsights reserves the right to remove any content from the Services and report any suspicious behavior to the appropriate legal authorities.
  10. Warranties

    ProactiveInsights represents and warrants that the Services will be provided in a workmanlike manner that conforms to industry standards. Except for the warranty above, ProactiveInsights expressly disclaims all other warranties, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement and quiet enjoyment. You understand that ProactiveInsights is dependent on certain third parties and on matters outside our control when delivering the services. ProactiveInsights makes no warranty that the services will be uninterrupted, timely, secure, virusfree, error-free, accurate or reliable. Any material and/or data obtained or downloaded through the services, including survey responses, is done at your own risk and you are solely responsible for any damage caused by such material, including any loss of data or damage to your computer system.

    Finally, you acknowledge that ProactiveInsights provides a platform from which you may communicate with your customers, employees and other constituents. We do not control what and how your survey participants communicate. You are solely responsible to evaluate the accuracy, reliability, completeness and usefulness of any surveys, survey responses, survey results and similar materials.

  11. Limitation Of Liability

    ProactiveInsights's liability for damages under this agreement is limited to direct monetary damages, and the aggregate amount of such damages will in no event exceed an amount equal to the aggregate fees paid by client related to the survey that gave rise to the damage. In no event will ProactiveInsights be liable for the procurement of substitute services or any indirect, consequential or special damages including, without limitation, lost profits, revenue, data, or use whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose. The client acknowledges that ProactiveInsights has set its prices and entered into this agreement in reliance on the disclaimers of warranties and limitation of liability and that the same form an essential basis for the bargain between the parties.

  12. Intellectual Property

    As between ProactiveInsights and you, ProactiveInsights owns all right, title and interest in the Services, and ProactiveInsights logos, trademarks, template, tutorial, sample questions and questionnaires, and other materials created by ProactiveInsights ("ProactiveInsights intellectual Property"). You may use the ProactiveInsights Intellectual Property only with the Services and not in any other way. As between ProactiveInsights and you, you own all right, title and interest in your logos and trademarks, the survey responses, and the survey questions so long as they are not derived from ProactiveInsights Intellectual Property. You grant ProactiveInsights a limited, nonexclusive license to reproduce, distribute, display and use any Client Content and Client intellectual property as necessary to perform its obligations under this Agreement. You also grant ProactiveInsights a license to use your company name and logo in ProactiveInsights marketing materials and Client lists, including on the ProactiveInsights website. You agree not to remove and to always include any and all copyright and property notices attached to ProactiveInsights Intellectual Property, including all templates. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without express, prior authorization from ProactiveInsights.

    If a third party makes a claim against either you or ProactiveInsights ("Recipient") that any information, design, specification, instruction, software, date, hardware, or material ("Material") furnished by either you or ProactiveInsights ("Provider") and used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient notifies the Provider in writing not later than thirty (30) days after the recipient receives notice of the claim (or sooner if required by applicable law); gives the Provider sole control of the defense and any settlement negotiations; and gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim. If the Provider believes or a determination is made that any of the Material may have violated a third party's intellectual property rights, the Provider may choose to obtain for Recipient the right to continue using the Material, replace or modify the Material to be non-infringing (while substantially preserving its utility or function), or if such remedies are not commercially reasonable, remove all infringing portions of the Material.

    If you are the Recipient and such removal materially affects the Recipient's ability to meet its obligations under this Agreement, Recipient may at its option terminate this Agreement and shall be entitled to recover the fees paid by Recipient for the infringing Material. If ProactiveInsights is the Recipient and such removal materially affects its ability to meet its obligations under this Agreement, ProactiveInsights, at its option, may terminate this Agreement upon thirty (30) days written notice. Provider shall have no liability if the alleged infringement is based on (a) Material altered by anyone other than Provider; (b) use of the Material outside the intended scope of use; (c) use of a superseded version of the Material if the infringement claim could have been avoided by using a current version available to the Recipient; or (d) continued use of the Material after Recipient's receipt of a notice of alleged or actual infringement from Provider or any appropriate authority. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. ProactiveInsights will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by ProactiveInsights. This section states the parties' sole and exclusive remedies and liability for any intellectual property rights infringement or misappropriation claims or damages.

  13. Confidential Information

    We both acknowledge that in the course of this agreement, each of us may be provided with the Confidential Information of the other. Unless required by law, we both agree that we will not make each other's Confidential Information available in any form to any third party or use each other's Confidential Information for any purpose other than the implementation of this Agreement.

    Notwithstanding the above, ProactiveInsights may share Client Confidential Information with agents acting on our behalf in the fulfillment of our obligations under this Agreement, so long as such agent has executed a confidentiality agreement protecting your Confidential Information with at least the protections outlined in this Agreement. If any party is required by law to disclose the Confidential Information of the other Party, the party making such a disclosure will provide the disclosing party with reasonable notice of its intent to comply and provide all reasonable cooperation in assisting the owner of the Confidential Information to minimize the disclosure.

    "Confidential Information" means any information disclosed by one party to the other marked "confidential" or disclosed under circumstances that would lead a reasonable person to conclude that the information is confidential. The following types of information will be considered Confidential Information: the terms and pricing in this Agreement, any software or documentation related to the Services, ProactiveInsights sample questions and templates, trade secrets, technical know-how, inventions, educational materials, product development plans, pricing, marketing plans, client lists, your Distribution Lists and all survey responses from your surveys. Confidential Information does not include information that: (a) is or becomes generally available through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure or (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure.

  14. End User Obligations

    By accessing, using and/or registering for the Service, you agree to:

    1. Provide true, accurate, complete and current user information as requested by ProactiveInsights at any time.
    2. Promptly and regularly update your user information to maintain it's accuracy and completeness.
    3. Provide for your own access to the Internet and pay any fees or costs relative to such access that is required to access the Service.
    4. Provide all necessary equipment and/or materials necessary for you to make such connection to the Internet in order to access, use and/or register for the Service. By providing any user information that is untrue, inaccurate, incomplete and/or not current, ProactiveInsights reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service, in whole or in part, by you. On occasion, we may ask you to sign an affidavit verifying the fact that your list is truly permission based.
  15. Monitoring

    ProactiveInsights holds no obligation to monitor the Service, your use of the Service or to store the content of any end user session. However, ProactiveInsights reserves the right to monitor, review, retain, store or disclose any information or content as necessary, at any time, in conjunction with any applicable law, regulation, policy, legal process and/or government or police request, or to enforce this Agreement herein at the sole discretion of ProactiveInsights. You hereby agree that ProactiveInsights shall be held harmless from any liability for any such monitoring, lack of monitoring, review, lack of review, retention, lack of retention and/or disclosure of content or information as described herein.

  16. Unsolicited Submissions

    ProactiveInsights will not accept, review or consider any suggestions, ideas, notes, drawings, diagrams, concepts or other information (hereinafter referred to as "Information") from any End User or other third party, other than those it has specifically and expressly solicited, and ProactiveInsights therefore requests that any End User or other third party refrain from sending any such Information to ProactiveInsights. If any End User or other third party elects to send any suggestion, idea, note, drawing, diagram, concept or other information, any such Information shall be deemed the property of ProactiveInsights.

    End User hereby assigns and transfers all Intellectual Property Rights in and to the Information to ProactiveInsights, and End User further agrees to reasonably and promptly effectuate the assignment described herein by executing all applicable instruments and documents now or hereafter requested by ProactiveInsights which are necessary to effectuate the assignment, as well as perform any other reasonable act deemed necessary by ProactiveInsights to fully transfer ownership of the Information to ProactiveInsights to the fullest extent possible. During any such transfer of ownership of Information from End User to ProactiveInsights, ProactiveInsights is not responsible or liable to provide compensation to End User in any way, form or manner for the transfer or assignment of Intellectual Property Rights in and to the Information, nor is ProactiveInsights subject to any confidentiality policies on behalf of the End User regarding the Information and, therefore, shall not be liable or owe any compensation to End User for any use and/or disclosure of the Information.

  17. User-Submitted Content

    You, as End User, have the sole and exclusive responsibility for any content, data, text, software, music clips, sound, video, photographs, graphics, messages, files or other material that is transmitted, posted or otherwise distributed by you through the Service (hereinafter referred to as "End User Content"), including, but not limited to, the contents of your electronic mail communications, photographs posted by you on the ProactiveInsights Site or through the Service. As such, you assume sole liability for all End User Materials posted by you, whether publicly or privately posted and/or transmitted.

    ProactiveInsights is not responsible and holds no liability relative to monitoring the End User Content provided through the Service, and does not warrant, guarantee or represent, in any way, the accuracy, quality and/or integrity of the End User Materials. By utilizing the Service, you acknowledge that you may be exposed to content or other materials submitted by third parties or other users that may be offensive, indecent or otherwise objectionable, and that ProactiveInsights is held harmless from any liability resulting or arising out of same. Likewise, ProactiveInsights shall not be held liable for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content transmitted through the Service.

  18. Indemnification

    You agree to indemnify and hold ProactiveInsights, subsidiaries, affiliates, officers, agents, representatives, successors, members, principals and other partners and employees harmless from any loss, liability, claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Site or services set forth in this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations, obligations and warranties set forth above. ProactiveInsights reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any matter without the written consent of ProactiveInsights.

  19. Cancellation Policy

    Where the Services are provided to you on a month -to -month or year to year basis.you may cancel your account at any time. Your subscription fee is prepaid, so we simply require that you cancel prior to your renewal date or you will be charged a further subscription fee. We do not prorate or refund our service.

    All cancellations must be done through your account. Upon receipt, we will schedule your account for cancellation. Your account will remain accessible and active up until the day before your renewal date. At that time, we will permanently cancel and delete from our system your all data including surveys, survey invitations and responses etc.

    Please note that until you request cancellation through your account, your account will be charged monthly for your subscriptions fee. Inactivity in your account will not constitute a cancellation.

  20. TERMINATION Policy

    ProactiveInsights may immediately terminate this Agreement in response to any Client breach or any action that in ProactiveInsights's sole discretion constitutes a violation of paragraph 4 of this Agreement or any other abuse of the Services. ProactiveInsights may also terminate this Agreement for convenience with thirty (30) days written notice. In the event ProactiveInsights terminates this Agreement for convenience, ProactiveInsights will refund to you any pre-paid but unused fees on a pro-rata (monthly) basis.

    As End User of the Service, if you disagree and/or are dissatisfied with the Service, in whole or in part, or with any provision of this Agreement, in whole or in part, or any subsequent modifications thereto, it is your sole and exclusive obligation and remedy to terminate your End User account, for any reason and at any time. To terminate your account, you must immediately discontinue your use of the Service, notify ProactiveInsights of your intention to terminate your End User account, and destroy all content and materials obtained through your use of the Service, all related documentation and any originals or copies of same.

    Upon execution of the termination process, you must cease all use of the Service immediately, and any license granted to you by ProactiveInsights to use the Service will be revoked. Termination of this Agreement and your End User account to use the Service shall not have any effect on your obligations to ProactiveInsights under any other agreement or policy relating to the ProactiveInsights Service. Upon termination of your End User account, ProactiveInsights shall not be liable, in any way, to you or any third party for termination of your use of the Service, and ProactiveInsights shall not be obligated to forward any unread, unsent or unprocessed electronic mail messages to you or any third party.

    ProactiveInsights reserves the right to immediately terminate your End User account and your access to the Service for any violation of the terms and conditions set forth in this Agreement, with or without prior notice to you, for any reason in ProactiveInsights's sole and exclusive discretion. Upon termination of your End User account and your access to the Service, you must destroy all content and materials obtained through your use of the Service, all related documentation and any originals or copies of same. Upon termination of your End User account by ProactiveInsights, ProactiveInsights reserves the right to immediately delete all electronic mail messages in your End User account and prohibit any and all further access to those electronic mail messages and/or your use of the Service.

  21. Modifications

    ProactiveInsights reserves the right to modify and/or discontinue the Service, whether temporarily or permanently, with or without notice to the users, and ProactiveInsights shall not be liable to you or any third party for any such modification and/or discontinuance of the Service. ProactiveInsights further reserves the right to make revisions, modifications, additions, deletions or any such changes to this Agreement at its sole discretion, at any time, with or without notice to its users.

  22. Jurisdiction

    This Agreement is governed by and will be construed in accordance with the laws in force in the Province of British Columbia and you irrevocably agree that the courts of the Province of British Columbia shall have exclusive jurisdiction with respect to any matter arising out of or in connection with this Agreement.

    You agree that in the event of any dispute between you and ProactiveInsights, you will resolve the dispute directly with ProactiveInsights and will not join any class action suit.

  23. Miscellaneous

    The Agreement is the entire and only agreement between us and supersedes any prior or other understandings. The terms of the Agreement may be changed only by a written document referencing this one and signed by both you and ProactiveInsights (an "Amendment"). The failure by ProactiveInsights to enforce any right or provision of the Agreement will not constitute a waiver of that provision or any other provision of the Agreement. If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Agreement shall remain in full force and effect.

    ProactiveInsights will not be liable for any delay or failure under this Agreement if the delay or failure is due to any cause beyond our control including restrictions of law or regulations, labor disputes, acts of God, if you have insufficient or inadequate bandwidth or technology, general Internet brown-outs, black-outs or slowdowns, emergency and ordinary maintenance of the Site, any "hacking" or any "denial of service" activity. You may not assign or otherwise transfer this Agreement by operation of law or otherwise without ProactiveInsights' prior written consent. Any entity that acquires, merges with, or otherwise combines in any manner with your company or that your company acquires, merges with or otherwise combines with in any manner acquires no rights under this Agreement including the right to use the Services in any way directly or indirectly.