The following terms and conditions
govern all use of the Passro.com website and all content, services and
products available at or through the website. The Website is owned and
operated by Passro, Inc. (“Passro”). The Website is offered subject to
your acceptance without modification of all of the terms and conditions
contained herein and all other operating rules, policies (including,
without limitation, Passro’s Privacy Policy) and procedures that may be
published from time to time on this Site by Passro (collectively, the
“Agreement”). Please read this Agreement carefully before accessing or
using the Website. By accessing or using any part of the web site, you
agree to become bound by the terms and conditions of this agreement. If
you do not agree to all the terms and conditions of this agreement,
then you may not access the Website or use any services. If these terms
and conditions are considered an offer by Passro, acceptance is
expressly limited to these terms. The Website is available only to
individuals who are at least 13 years old.
1.Your Passro.com Account
and Site. If you create a blog on the Website, you are
responsible for
maintaining the security of your account and blog, and you are fully
responsible for all activities that occur under the account and any
other actions taken in connection with the blog. You must not describe
or assign keywords to your blog in a misleading or unlawful manner,
including in a manner intended to trade on the name or reputation of
others, and Passro may change or remove any description or keyword that
it considers inappropriate or unlawful, or otherwise likely to cause
Passro liability. You must immediately notify Passro of any
unauthorized uses of your blog, your account or any other breaches of
security. Passro will not be liable for any acts or omissions by You,
including any damages of any kind incurred as a result of such acts or
omissions.
2.Responsibility of
Contributors. If you operate a blog,
comment on a blog, post material to the Website, post links on the
Website, or otherwise make (or allow any third party to make) material
available by means of the Website (any such material, “Content”), You
are entirely responsible for the content of, and any harm resulting
from, that Content. That is the case regardless of whether the Content
in question constitutes text, graphics, an audio file, or computer
software. By making Content available, you represent and warrant that:
othe downloading, copying and use of the Content will not infringe the
proprietary rights, including but not limited to the copyright, patent,
trademark or trade secret rights, of any third party; oif your employer
has rights to intellectual property you create, you have either (i)
received permission from your employer to post or make available the
Content, including but not limited to any software, or (ii) secured
from your employer a waiver as to all rights in or to the Content; oyou
have fully complied with any third-party licenses relating to the
Content, and have done all things necessary to successfully pass
through to end users any required terms; othe Content does not contain
or install any viruses, worms, malware, Trojan horses or other harmful
or destructive content; othe Content is not spam, is not machine- or
randomly-generated, and does not contain unethical or unwanted
commercial content designed to drive traffic to third party sites or
boost the search engine rankings of third party sites, or to further
unlawful acts (such as phishing) or mislead recipients as to the source
of the material (such as spoofing); othe Content is not pornographic,
does not contain threats or incite violence, and does not violate the
privacy or publicity rights of any third party; oyour blog is not
getting advertised via unwanted electronic messages such as spam links
on newsgroups, email lists, other blogs and web sites, and similar
unsolicited promotional methods; oyour blog is not named in a manner
that misleads your readers into thinking that you are another person or
company. For example, your blog’s URL or name is not the name of a
person other than yourself or company other than your own; and oyou
have, in the case of Content that includes computer code, accurately
categorized and/or described the type, nature, uses and effects of the
materials, whether requested to do so by Passro or otherwise. By
submitting Content to Passro for inclusion on your Website, you grant
Passro a world-wide, royalty-free, and non-exclusive license to
reproduce, modify, adapt and publish the Content solely for the purpose
of displaying, distributing and promoting your blog. If you delete
Content, Passro will use reasonable efforts to remove it from the
Website, but you acknowledge that caching or references to the Content
may not be made immediately unavailable. Without limiting any of those
representations or warranties, Passro has the right (though not the
obligation) to, in Passro’s sole discretion (i) refuse or remove any
content that, in Passro’s reasonable opinion, violates any Passro
policy or is in any way harmful or objectionable, or (ii) terminate or
deny access to and use of the Website to any individual or entity for
any reason, in Passro’s sole discretion. Passro will have no obligation
to provide a refund of any amounts previously paid.
3.Payment and
Renewal. General Terms. Optional paid services
such as extra storage,
or domain purchases are available on the Website (any such services, an
“Upgrade”). By selecting an Upgrade you agree to pay Passro the monthly
or annual subscription fees indicated for that service. Payments will
be charged on a pre-pay basis on the day you sign up for an Upgrade and
will cover the use of that service for a monthly or annual subscription
period as indicated. Upgrade fees are not refundable. oAutomatic
Renewal. Unless you notify Passro before the end of the applicable
subscription period that you want to cancel an Upgrade, your Upgrade
subscription will automatically renew and you authorize us to collect
the then-applicable annual or monthly subscription fee for such Upgrade
(as well as any taxes) using any credit card or other payment mechanism
we have on record for you. Upgrades can be canceled at any time in the
Upgrades section of your site’s dashboard.
4.Responsibility of
Website
Visitors. Passro has not reviewed, and cannot review, all
of the
material, including computer software, posted to the Website, and
cannot therefore be responsible for that material’s content, use or
effects. By operating the Website, Passro does not represent or imply
that it endorses the material there posted, or that it believes such
material to be accurate, useful or non-harmful. You are responsible for
taking precautions as necessary to protect yourself and your computer
systems from viruses, worms, Trojan horses, and other harmful or
destructive content. The Website may contain content that is offensive,
indecent, or otherwise objectionable, as well as content containing
technical inaccuracies, typographical mistakes, and other errors. The
Website may also contain material that violates the privacy or
publicity rights, or infringes the intellectual property and other
proprietary rights, of third parties, or the downloading, copying or
use of which is subject to additional terms and conditions, stated or
unstated. Passro disclaims any responsibility for any harm resulting
from the use by visitors of the Website, or from any downloading by
those visitors of content there posted.
5.Content Posted on Other
Websites. We have not reviewed, and cannot review, all of
the material,
including computer software, made available through the websites and
webpages to which Passro.com links, and that link to Passro.com. Passro
does not have any control over those non- Passro websites and webpages,
and is not responsible for their contents or their use. By linking to a
non- Passro website or webpage, Passro does not represent or imply that
it endorses such website or webpage. You are responsible for taking
precautions as necessary to protect yourself and your computer systems
from viruses, worms, Trojan horses, and other harmful or destructive
content. Passro disclaims any responsibility for any harm resulting
from your use of non- Passro websites and webpages.
6.Copyright
Infringement and DMCA Policy. As Passro asks others to
respect its
intellectual property rights, it respects the intellectual property
rights of others. If you believe that material located on or linked to
by Passro.com violates your copyright, you are encouraged to notify
Passro in accordance with Passro’s Digital Millennium Copyright Act
(“DMCA”) Policy. Passro will respond to all such notices, including as
required or appropriate by removing the infringing material or
disabling all links to the infringing material. Passro will terminate a
visitor’s access to and use of the Website if, under appropriate
circumstances, the visitor is determined to be a repeat infringer of
the copyrights or other intellectual property rights of Passro or
others. In the case of such termination, Passro will have no obligation
to provide a refund of any amounts previously paid to Passro.
7.Intellectual Property.
This Agreement does not transfer from Passro
to you any Passro or third party intellectual property, and all right,
title and interest in and to such property will remain (as between the
parties) solely with Passro. Passro, Passro, Passro.com, the Passro.com
logo, and all other trademarks, service marks, graphics and logos used
in connection with Passro.com, or the Website are trademarks or
registered trademarks of Passro or Passro’s licensors. Other
trademarks, service marks, graphics and logos used in connection with
the Website may be the trademarks of other third parties. Your use of
the Website grants you no right or license to reproduce or otherwise
use any Passro or third-party trademarks.
8.Changes.
Passro reserves
the right, at its sole discretion, to modify or replace any part of
this Agreement. It is your responsibility to check this Agreement
periodically for changes. Your continued use of or access to the
Website following the posting of any changes to this Agreement
constitutes acceptance of those changes. Passro may also, in the
future, offer new services and/or features through the Website
(including, the release of new tools and resources). Such new features
and/or services shall be subject to the terms and conditions of this
Agreement.
9.Termination.
Passro may terminate your access to all or
any part of the Website at any time, with or without cause, with or
without notice, effective immediately. If you wish to terminate this
Agreement or your Passro.com account (if you have one), you may simply
discontinue using the Website. All provisions of this Agreement which
by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty
disclaimers, indemnity and limitations of liability.
10.Disclaimer of
Warranties. The Website is provided “as is”. Passro and
its suppliers
and licensors hereby disclaim all warranties of any kind, express or
implied, including, without limitation, the warranties of
merchantability, fitness for a particular purpose and non-infringement.
Neither Passro nor its suppliers and licensors, makes any warranty that
the Website will be error free or that access thereto will be
continuous or uninterrupted. You understand that you download from, or
otherwise obtain content or services through, the Website at your own
discretion and risk.
11.Limitation of
Liability. In no event will
Passro, or its suppliers or licensors, be liable with respect to any
subject matter of this agreement under any contract, negligence, strict
liability or other legal or equitable theory for: (i) any special,
incidental or consequential damages; (ii) the cost of procurement for
substitute products or services; (iii) for interruption of use or loss
or corruption of data; or (iv) for any amounts that exceed the fees
paid by you to Passro under this agreement during the twelve (12) month
period prior to the cause of action. Passro shall have no liability for
any failure or delay due to matters beyond their reasonable control.
The foregoing shall not apply to the extent prohibited by applicable
law.
12.General Representation
and Warranty. You represent and warrant
that (i) your use of the Website will be in strict accordance with the
Passro Privacy Policy, with this Agreement and with all applicable laws
and regulations (including without limitation any local laws or
regulations in your country, state, city, or other governmental area,
regarding online conduct and acceptable content, and including all
applicable laws regarding the transmission of technical data exported
from the United States or the country in which you reside) and (ii)
your use of the Website will not infringe or misappropriate the
intellectual property rights of any third party.
13.Indemnification.
You agree to indemnify and hold harmless Passro, its contractors, and
its licensors, and their respective directors, officers, employees and
agents from and against any and all claims and expenses, including
attorneys’ fees, arising out of your use of the Website, including but
not limited to your violation of this Agreement.
14.Miscellaneous.
This
Agreement constitutes the entire agreement between Passro and you
concerning the subject matter hereof, and they may only be modified by
a written amendment signed by an authorized executive of Passro, or by
the posting by Passro of a revised version. Except to the extent
applicable law, if any, provides otherwise, this Agreement, any access
to or use of the Website will be governed by the laws of the province
of Ontario, Canada, excluding its conflict of law provisions, and the
proper venue for any disputes arising out of or relating to any of the
same will be the state and federal courts located in Toronto, Ontario.
The arbitration shall take place in Toronto, Ontario, in the English
language and the arbitral decision may be enforced in any court. The
prevailing party in any action or proceeding to enforce this Agreement
shall be entitled to costs and attorneys’ fees. If any part of this
Agreement is held invalid or unenforceable, that part will be construed
to reflect the parties’ original intent, and the remaining portions
will remain in full force and effect. A waiver by either party of any
term or condition of this Agreement or any breach thereof, in any one
instance, will not waive such term or condition or any subsequent
breach thereof. You may assign your rights under this Agreement to any
party that consents to, and agrees to be bound by, its terms and
conditions; Passro may assign its rights under this Agreement without
condition. This Agreement will be binding upon and will inure to the
benefit of the parties, their successors and permitted assigns.