Terms and Conditions
1. User License
b. User Conduct. You agree that your use of the Sites is subject to all applicable local, state and federal laws and regulations. You also agree:
not to use the Sites or the Services or submit content to the Sites if you are under the age of 13;
not to access the Sites using a third-party’s account/registration without the express consent of the account holder;
not to use the Sites of the Services for illegal purposes;
not to use the Sites to engage in commercial activities apart from sanctioned use of ProntoWash Services;
not to copy any content from the Sites for republication in print or online;
not to attempt to gain unauthorized access to other computer systems from or through the Sites;
not to interfere with another person’s use and enjoyment of the Sites or another entity’s use and enjoyment of the Sites;
not to upload or transmit viruses or other harmful, disruptive or destructive files; and/or
not to disrupt, interfere with, or otherwise harm or violate the security of the Sites, or any system resources, accounts, passwords, servers or networks connected to or accessible through the Sites or affiliated or linked sites (including those of our partners).
2. Site Content
Nature of User Material. At times, the Sites may allow you and others to post, transmit, display, publish, distribute, or otherwise submit public user generated material including, but not limited to, reviews of the Services offered by ProntoWash or its partners (collectively, “Submissions”). You agree not to create any Submission that:
contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;
is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity;
unfairly interferes with any third party’s uninterrupted use and enjoyment of the Sites;
is intended primarily to promote a cause or movement, whether political, religious or other;
contains copyrighted content (copyrighted articles, illustrations, images, text, or other content) without the express permission of the owner of the copyrights in the content;
constitutes, promotes or encourages illegal acts, the violation of any right of any individual or entity, the violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability;
discloses any personal identifying information relating to or images of a minor;
infringes any copyright, trademark, patent, trade secret, or other intellectual property right;
contains viruses or other harmful, disruptive or destructive files;
links to any commercial or other website; and/or
a. User Representations and Warranties. Each time you provide a Submission to the Sites, you represent and warrant that you have the right to provide such Submission, which means:
you are the author of the Submission, or
the Submission is not protected by copyright law, or
you have express permission from the copyright owner to use the Submission in connection with the Sites; and
c. Disclaimer of Responsibility for Material. Submissions are not endorsed by ProntoWash, and do not represent the views of ProntoWash or its parents, subsidiaries and affiliates, agents, officers or directors. You acknowledge and agree that ProntoWash does not control all Submissions, and disclaims any responsibility for such Submissions. ProntoWash specifically disclaims any duty, obligation, or responsibility, to review, screen, refuse to post, remove, or edit any Submissions. In addition, ProntoWash does not represent or warrant that any other content or information accessible via the Sites is accurate, complete, reliable, current or error-free including the pricing, hours of operation or, as applicable, parking accessibility available from its partners. Prices are subject to change without notice. ProntoWash assumes no responsibility or liability for any errors or omissions in the content provided via the Sites.
d. Review & Removal of Material. ProntoWash reserves the right (but disclaims any duty, obligation or responsibility) to review, screen, refuse to post, remove in their entirety, or edit (at any time and without prior notice) any Submissions for any reason or no reason whatsoever, in its absolute and sole discretion.
3. Termination And Modifications To The Sites
ProntoWash reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Services or the availability of the Sites (or any part thereof).
5. Disclaimer Of Warranties
The information, content, products, services, and materials available through the sites (whether provided by ProntoWash, or a third party, are provided “as is” and “as available” without warranties of any kind, either express or implied. To the maximum extent permitted by law, ProntoWash disclaims all representations and warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer virus, and implied warranties arising from course of dealing or course of performance.
6. Limitation Of Liability
In no event shall ProntoWash be liable to you for any direct, indirect, special, punitive, incidental, exemplary or consequential damages, or any loss or damages whatsoever (even if ProntoWash has been previously advised of the possibility of such damages), whether in an action under contract, negligence, or any other theory, in any manner arising out of or in connection with the sites or the services provided by ProntoWash. ProntoWash assumes no responsibility and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, browsing of, or downloading of any material from via the sites. ProntoWash assumes no responsibility or liability in any manner arising out of or in connection with any information, content, products, auto washing or detailing services, or material available on or through the sites, as well as any third party website pages or additional websites linked to via the sites, for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, inaccuracy contained therein or harm to person or property caused thereby. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. In no event shall ProntoWash’s total liability to you for all damages, losses and causes of action, whether in contract, tort (including but not limited to, negligence) or otherwise, for all services provided by ProntoWash exceed the amount paid by you to ProntoWash.
7. Your Account, Password, And Security
Use of Sites requires that you register and/or create an account (“Account”) or use the Sites as a guest. To register and create an Account, you must select an account designation and password and provide certain personal information. In consideration of the use of the Sites and the Services provided by ProntoWash, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ProntoWash has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ProntoWash has the right to refuse any and all current or future use of the Sites (or any portion thereof) or Services.
You are responsible for maintaining the confidentiality and security of your Account and password, and you are fully responsible for all activities that occur under your password or Account, and for any other actions taken in connection with the Account or password. You agree to (a) immediately notify ProntoWash of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b) ensure that you exit from your Account at the end of each session. ProntoWash will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your Account and/or password.
As a courtesy to you, the Sites may offer links to other websites. Some of these websites may be affiliated with ProntoWash while others are not. ProntoWash is not responsible for the contents of any website pages created and maintained by organizations independent of ProntoWash. Visiting any such third-party website pages is at your own risk. ProntoWash has no control of these third-party website pages, nor can it guarantee the accuracy, completeness, or timeliness of information in third-party website pages. Your use of such information is voluntary, and your reliance on such information should be made only after independent review. References to commercial products or services within any such third-party website pages do not constitute or imply an endorsement by ProntoWash. By using the Sites you acknowledge that ProntoWash is responsible neither for the availability of, nor the content located on or through any third-party website pages.
ProntoWash®, is a ProntoWash trademark. Such trademark and other marks, logos, and names of ProntoWash or the Sites, used on or in connection with the Sites may not be used in connection with any product or service that is not under ProntoWash’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits ProntoWash. All other trademarks not owned by ProntoWash (or its affiliates) that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ProntoWash or its affiliates.
11. Jurisdiction, Applicable Law, And Limitations
Copyright © ProntoWash, Inc. All Rights Reserved.
By use of this site and/or agreeing to the terms and conditions on any form contained within the party agreeing is accepting the terms of our universal non-disclosure agreement below:
The Recipient hereto desires to participate in discussions regarding certain private placement opportunities related to the expansion and of Success Systems MGMT and its subsidiaries including but not limited to Prontowash, LLC, ProntoWash Management LLC, ProntoClean LLC, Success Systems LLC as it relates to other affiliate entities and operations, together with other related matters concerning its business and operations, personnel management, improvements and innovations, and development of future operations (the “Venture”). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
- Definition of Confidential Information.
(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including information disclosed in connection with the Venture, and including but not limited to the Venture and other matters relevant to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative
proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
- Disclosure of Confidential Information.
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).
Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
- Use of Confidential Information.
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties as the same may be further defined by and between the parties throughout the course of their interactions, and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties’ existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
- Compelled Disclosure of Confidential Information.
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at
Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
This Agreement shall remain in effect for a two-year term, after which it will automatically renew for one-year terms until such time as the discussions or business relationship between the Parties has been discontinued.
Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
- Return of Confidential Information.
Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably
nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
- Notice of Breach.
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
- No Binding Agreement for Transaction.
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction as contemplated herein by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
Each party warrants that it has the right to make the disclosures under this Agreement.
NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties
acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party.
Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Utah applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Utah shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement, to which jurisdiction the Parties consent by execution of this Agreement.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.