Terms and Conditions

Introduction

Please read these terms and conditions (“Terms”, “Terms and Conditions”) carefully before using the procentive.com website (this “Website”) operated by Procentive.com, Inc. (“us”, “we” or “our”).

These Terms and Conditions govern your use of this Website. It is your responsibility to review the Terms and Conditions. By accessing this Website, you agree to be bound by these Terms and Conditions. If you disagree with any part of the Terms and Conditions, or any modifications thereto, you must not access or use this Website.

Modification

 These Terms and Conditions may change from time to time without prior written notice. Please check this page regularly to ensure you are familiar with the current version. Your continued use of this Website shall constitute acceptance of the then published Terms and Conditions.

Restricted Uses

 You may not use this Website in any way that causes, or may cause, damage to this Website or impairment of the availability or accessibility of this Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You may not use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You may not modify, move, add to, delete or otherwise tamper with the information contained in this Website.

You may not decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in this Website.

You may not conduct any systematic or automated data collection activities on or in relation to this Website.

You may not use this Website for any purposes related to marketing without our express written consent.

Copyright and Trademarks

Unless otherwise stated, we own the intellectual property rights in this Website and material on this Website, which are protected by copyright, trademark, and other intellectual property laws.  You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Website for commercial or public purposes. You may not use the trademarks, logos and service marks for any purpose without our express written permission or such other third party that may own the intellectual property rights.

Third Party Links

 From time to time, this Website may contain links to websites that are not owned, operated or controlled by us. All such links are provided solely as a convenience to you. We are not responsible for any content, materials or other information located on or accessible from any other website. Neither do we guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Website, you do so entirely at your own risk.

No Warranties

The material provided on this Website are provided “as is” without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. We use reasonable efforts to include accurate and up-to-date information on this Website; we do not, however, make any warranties or representations as to the materials accuracy or completeness. We periodically add, change, improve, or update the material provided on this Website without notice. We assume no liability or responsibility for any errors or omissions in the content of this Website. Your use of this Website is at your own risk.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS WEBSITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

By using this Website, you agree that the exclusions and limitations of liability set out in these Terms and Conditions are reasonable.  If you do not think they are reasonable, you must not use this Website.

Privacy

Protecting the privacy of the users of this Websites is important to us. Our Privacy Policy describes how we use and protect information you provide to us. You acknowledge and agree that we may use the data collected during your course of use of this Website for the purposes set forth in our Privacy Policy, which is incorporated here by reference.

Security

The security of information transmitted through the Internet can never be guaranteed. We are not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of this Website. In order to protect you and your data, we may suspend your use of this Website, without notice, pending an investigation, if any breach of security is suspected.

Access to Password Protected/Secure Areas

Access to and use of password protected or secure areas of the Website are restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

Breach of Terms and Conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to this Website, prohibiting you from accessing this Website, blocking computers using your IP address from accessing this Website, contacting your internet service provider to request that they block your access to this Website, and bringing court proceedings against you.

Indemnity

You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of this Website, (ii) your violation of these Terms; or (iii) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of us. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Severability

 If any provision of these Terms and Conditions is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these Terms and Conditions.

Governing Law

 These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota, U.S.A., without regard to choice-of-law principles that may result in the application of the laws of another state. Any dispute between the parties arising under or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the United States District Court for the State of Minnesota or the State courts sitting in the County of Washington. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

STDOCS:1270760v1 : 2334.BUS08