PBSI TERMS OF USE AGREEMENT





Last Updated: May 26, 2011

1. Range or Extent

Proficient Business Systems Inc. (in these Terms of Use, together with our service providers, "PBSI", "we" or "us") have created and maintain this website - proficientbiz.com (herein referred to as the "Website") to provide a repository where you ( You or Your ) and other interested parties (each, a User and collectively, Users ) may obtain and share information around PBSI's products and services, and other topics found on this Website.

If You are accessing and/or using this Website on behalf of Your employer or as a consultant or agent of a third party (collectively Your Company ), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Terms of Use Agreement ( TOU ) and everywhere in this TOU that refers to You or Your, shall also include Your Company.

2. Acceptance Of Terms

It is Your responsibility to determine whether Your use of the Website is lawful, and You must comply with all applicable laws in using the Website. You may not use the Website for any illegal purpose.

Unless otherwise agreed to in a separate signed agreement between Your Company and PBSI, Your access and use of the Website, Content (defined in Section 7 below), or any forums, wikis, blogs, or services provided on this Website (any Services ), are subject to this TOU. Additionally, Your use of the Website, Content, and the Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, Additional Legal Terms ), which may be posted on the Website where applicable. This TOU and the applicable Additional Legal Terms (together Controlling Terms ) form a legally binding agreement between You and PBSI regarding Your access and use of the Website, Content, and the Services.

Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. By accessing or using this Website, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use this Website. Your access and use of any PBSI software or related documentation provided on this Website (together PBSI Software-TSEFS ) shall be subject to a separate software license agreement made available to You at the time You access or download the PBSI Software-TSEFS.

3. Changes And Notices

PBSI reserves the right to change, modify and /or discontinue this TOU at any time. If we do, we will post the changes to the Website and notify You, if possible via email. We may also change or discontinue any part or all of the the WebSite, Products and/or Services at any time without notice. By continuing to use the Website after any changes or modifications You agree to the changes.

The latest version of this TOU can always be accessed by clicking Terms Of Use which is included on the bottom of each web page for this Website (proficientbiz.com).

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4. Confidential Information

You have a limited right to use the Site. We and our licensors own the Website and all rights to the Website. You may not use, reproduce, duplicate, copy, sell, resell or exploit any Confidential Information to which You are provided access through this Website, except as permitted in this TOU or with our prior written consent. You also agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (d) not to disclose any Confidential Information to any party without the prior written consent of PBSI. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Software or Services, or compete with PBSI Software or Services in whole or in part. As used herein, Confidential Information shall mean all trade secrets and other information or Services which PBSI or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a restricted area of proficientbiz.com, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and reasonable steps means those steps You and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

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5. Your Info., Privacy, And Data Protection

You understand and agree that PBSI collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the Services subject to PBSI's Privacy Statement. Data to be processed includes Your name, email address, and other information which may include but is not limited to Your telephone number, and postal address. In a limited number of cases when accessing specific websites or responding to sales offers (each, a "Transaction"), PBSI may temporarily collect and utilize Your credit card number and expiration date for the purposes of processing a Transaction. Collection and processing of credit card numbers and expiration dates will be subject to a separate agreement. All personal data will be treated confidential and governed by the laws of Ontario, Canada.
You agree that PBSI may access, preserve and disclose Your personal information and/or Content if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that any Content violates the rights of third parties or (iv) protect the rights, property or personal safety of PBSI, Users, and the public.
You agree to comply with the terms of the above-mentioned PBSI Privacy Statement which can be accessed by clicking Privacy included on the bottom of each web page for this Website (proficientbiz.com).

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6. Copyright Policy

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders rights. You agree that You will not use this Website to infringe the Intellectual Property Rights of PBSI or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of PBSI Software, third party software, or any Content accessed on this Website. As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
You agree to comply with the terms of the above-mentioned PBSI Copyright Policy which can be accessed by clicking Copyright included on the bottom of each web page for this Website (proficientbiz.com).

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7. Responsibility For Links And Content

This Website may contain links to other sites. PBSI shall not be deemed responsible in any shape or form for the contents and privacy practices of any linked web site. You further agree that PBSI shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked web sites.

8. Permissible Use Of This Website

This Website is provided on an "as is" and "as available" basis, and Your use of the Site is at Your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, performance and non-infringement. You are permitted to access this Website and Use the Services Content and PBSI Software solely for Your personal, informational, noncommercial purposes.

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9. Termination And Accountability

This TOU will continue to be enforced until terminated by Us. In the event You are found in material breach of any of the controlling terms within this TOU, PBSI may, at its sole discretion refuse You any current or future use of this Website. PBSI shall not be liable to You or any third party for any termination or change to this Website and/or the Services. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of this Website (proficientbiz.com) or any other Users computer system, PBSI may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws.

10. Specific Terms To PBSI Software

All PBSI Software made available for downloading from this Website is the copyrighted work of PBSI. Use of the PBSI Software is governed by a software license agreement (License Agreement) which accompanies or is included in such PBSI Software. You may not use or install any PBSI Software which is accompanied by or includes a License Agreement until You first agree to the terms of the License Agreement. Any copying, reproduction, or redistribution of the PBSI Software not in accordance with the License Agreement is expressly prohibited. You must not modify, decompile, or reverse engineer any PBSI Software, except to the extent expressly permitted by applicable law. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of PBSI Software or from any Content accessed on this Website (proficientbiz.com).

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11. Indemnity

You agree to indemnify and hold PBSI and Our licensors and suppliers, and Our and their subsidiaries, affiliates, related entities, shareholders, officers, directors, agents, co-branders or other partners, employees, successors and assigns harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your Content or Your usage of this Website or Services, Your breach of this TOU or PBSI's Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.

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12. Exclusion Of Software Warranties

PBSI does not guarantee or warrant any features or qualities of the Website (proficientbiz.com), Content, or Services or give any undertaking with regard to any other quality. Statements and explanations to the Website, Content, Software or Services in promotional material or on the Website and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published PBSI description of or advertisement except to the extent PBSI has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of PBSI's management.

PBSI does not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on this Website, or the content obtainable on such web-pages or (ii) any information provided by third parties on the Website. PBSI only reviews whether the content of such web-page at the time it was linked, and information provided by third parties on the Website evidently contains illegal contents or infringements against intellectual property rights. PBSI will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. PBSI shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by PBSI's willful misconduct, gross negligence or PBSI's failure to fulfill its duty to review as stipulated herein.

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13. Limitation Of Liability

We and our licensors and suppliers shall not be liable to any User for any damages of any kind, whether direct, indirect, incidental, consequential, special or exemplary, and including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, and whether arising out of contract, tort, negligence (including strict liability), warranty, indemnity or otherwise (even if we have been advised of the possibility of such damages) and whether or not any limited remedy failed of its essential purpose, arising out of or resulting from the following:

  • The use or inability to use this Website, PBSI software or services;
  • The cost of procurement of substitute goods and services arising out of Your use or inability to use PBSI software, content or services purchased or obtained during transactions conducted on this Website;
  • Unauthorized access to or alteration of your transmissions or data;
  • Statements, messages or conduct of any third party on this Website;
  • Any other matter relating to this Website or services. Notwithstanding anything to the contrary herein, these limitations shall not apply in case of intent or gross negligence by PBSI and in case of PBSI's statutory liability for personal injury and defective products.
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14. Applicable Law

This TOU and the relationship between You and Us shall be governed by the laws of Ontario, Canada. Our service providers are third party beneficiaries of these Terms of Use. All claims concerning these Terms or Your use of the Website will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. These Terms of Use and your rights and obligations under them are not transferable by You to any other person. We may transfer Our rights and obligations to the acquirer upon any sale of all or a part of Our business.

15. Waiver And Severability

The failure of PBSI to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

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16. Questions

You can contact Us with any questions about this Terms Of Use Agreement at support@proficientbiz.com

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