Last Updated: September 30, 2021
Pronoyi provides a service that allows Pronoyi Account holders (as defined below) to register unique personal profiles and communicate with other members based on location. These Terms govern and apply to your access and use of Pronoyi's services available via applications owned, controlled, or offered by Pronoyi (the "Pronoyi Software") and Pronoyi's website www.pronoyi.com (the "Pronoyi Site"). To make these Terms easier to read, the Pronoyi Software, our services and the Pronoyi Site are collectively called the "Pronoyi Services". Users who access, download, use, purchase, pay to use and/or subscribe to the Pronoyi Services (collectively or individually "You" or "User" or "Users") must do so under these Terms. Your use of the Pronoyi Services is contingent on your acceptance of these Terms and all the terms and policies incorporated herein.
BY ACCESSING, DOWNLOADING, USING, PURCHASING, PAYING TO USE AND/OR SUBSCRIBING TO THE CLOVER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS, AS THEY MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE CLOVER SERVICES.
The Pronoyi Services are only available to individuals sixteen (16) years of age or older. By accessing or using the Pronoyi Services, you represent and warrant that you are currently sixteen (16) years old or over and that you are capable of lawfully entering into and performing all the obligations set forth in these Terms. You also represent and warrant that you have never been convicted of an indictable offense, felony, or any criminal offense involving sexual misconduct or otherwise. You further confirm that you (i) have not previously been suspended, removed, deactivated, terminated or blocked from the Pronoyi Services; and (ii) are not a competitor of Pronoyi and are not using the Pronoyi Services for reasons that are in competition with Pronoyi or other than for its intended purpose.
3. Use Of The Pronoyi Services
You agree that you will only use the Pronoyi Services, including the posting of any content through the Pronoyi Services, in a manner consistent with these Terms and compliant with any and all applicable local, provincial, federal and international laws and regulations.
- Content and Conduct. You agree that you will abide by our User Content and Conduct Policy while using or accessing the Pronoyi Services.
- Registration. You will need to register and create only one (1) unique Pronoyi account for your use of the Pronoyi Services (your "Pronoyi Account"). To register a Pronoyi Account, you may either (a) register by using a valid email address, password, and your phone number (we may ask you to validate your Pronoyi Account via SMS), and provide certain information about yourself as prompted by the registration form; (b) register by using your social media login credentials, meaning that you are authorizing us to access certain information from your social media account based on the social media permissions you give to us at time of registration. By allowing us to access your social media account information, you expressly acknowledge and agree that we may obtain and share your name, age, profile photos and other social media information with other Pronoyi Users. You may edit the information we obtained from social media under your Pronoyi Account profile settings. You may revoke permissions for us to access your social media information through your social media account settings. You will not include any telephone numbers, street addresses, URLs, multimedia, artworks downloaded from external sources, email addresses or any other contact information in your profile or in any other publicly viewable User Content (as defined in Section 4) or other communications made in connection with your use of the Pronoyi Services. You understand and agree that anyone may be able to view any information you choose to make publicly available through the Pronoyi Services. For google login, we'll use the email on succesful login to identify the user in our DB.
- Pronoyi Account Security. You understand that you are fully responsible for maintaining the confidentiality of your Pronoyi Account and you are responsible for all activities that occur under your Pronoyi Account, including the purchase of any of our Paid Pronoyi Services (as described in Section 16). You are solely responsible for selecting an appropriate username and for any and all disclosures you make of your username to others, including any selection or disclosure that makes you personally identifiable. You are responsible for maintaining the confidentiality of your Pronoyi Account login credentials and are fully responsible for all activities that occur under your Pronoyi Account. In the event that you forgot your email login password and wish to retrieve it, you will be directed to a password recovery section where you will be asked for the email address associated with your Pronoyi Account. In the event that you forgot which Third Party(social media) login you used to register your Pronoyi account, you may email us at firstname.lastname@example.org You agree (a) to immediately notify Pronoyi if you suspect any unauthorized use of your Pronoyi Account or any other breach of security, and (b) to use particular caution when accessing your Pronoyi Account from a public or shared computer and/or mobile device so that others are not able to view or record your personal information. For instance, never give out your password, and remember to lock your mobile device when it is not in use. Please email us at email@example.com with the subject line: Pronoyi Account Security Breach if you believe your Pronoyi Account has been accessed by an unauthorized person. You acknowledge that Pronoyi is not, and will not, be liable or responsible for any losses or damages arising from the theft or misappropriation of your Pronoyi Account. You further acknowledge and agree that Pronoyi is not responsible for, and has no control over, any security breaches experienced on any third party Social Networking Site (as defined below).
- Exclusive Use. You will only use the Pronoyi Services for your sole, personal use and not in connection with any commercial activities. You will not authorize others to use the Pronoyi Services, gain access your Pronoyi Account or otherwise attempt to transfer your right to use the Pronoyi Services to any other person or entity. Pronoyi reserves the right to (a) disable, block, suspend or deactivate any User's use of or access to the Pronoyi Services, including the location information or profiles of other Users, or (b) terminate any User's Pronoyi Account, for any reason whatsoever and without notice.
- Data Usage Charges. The use of the Pronoyi Services on your mobile device may require use of your data service. Depending on the plan that you have with your cellular carrier, you could incur data charges. You should check with your cellular carrier and determine how you will be charged for data usage. Pronoyi is not responsible for your data usage and will not be responsible for data charges that you may incur while using the Pronoyi Services. You are responsible for any Internet connection, data or other fees assessed by your cellular carrier to access the Pronoyi Services via your wireless device, including any data plan charges, toll, out-of-area, roaming, or other wireless device connection charges.
- Interactions with Other Users. You assume all risk when using the Pronoyi Services, including but not limited to all risks associated with any online or offline interactions with others, including dating. You acknowledge that Pronoyi does not routinely screen its Users, inquire into the background of its Users, attempt to verify information provided by its Users (except as provided above), or conduct criminal screenings of its Users so please proceed with caution. Pronoyi does not make any representations, warranties or guarantees as to the conduct of its Users, information provided by Users, or their compatibility with you. You alone are responsible for your involvement with other Users. You agree that Pronoyi will not be responsible for any losses or damages incurred as the result of any such interactions with other Users. Pronoyi reserves the right, but has no obligation, to monitor disagreements between you and other Users. Please take all necessary precautions when meeting other Users, especially if you decide to meet in person. You agree to treat all other Users with dignity and respect and comply with these Terms
- Reporting Violations. If you wish to report any violation of these Terms by others, including Users, you may do so by using the report button ("Report") located in the Pronoyi Services. You may click on the Report button located on a User's profile in order to flag Users that are in violation. While we will make reasonable efforts to review Pronoyi Accounts or User Content that is flagged in a timely manner, we are under no obligation to remove the flagged Pronoyi Account or User Content and in no way represent that we will remove or otherwise address flagged Pronoyi Accounts or User Content.
- Enforcement. You understand and agree that if Pronoyi believes in its sole discretion that you have violated these Terms, misused the Pronoyi Services or behaved in a way that could be regarded as inappropriate, unlawful, illegal or unsafe, Pronoyi may, among other things, investigate, take legal action against you and/or terminate your Pronoyi Account and cancel your subscription and/or membership without notice to you.
4. User Content
- Definition; Responsibility for User Content. You are solely responsible for the content and information that you provide, publish, transmit, display or otherwise communicate to Pronoyi through the Pronoyi Services or to other Users (collectively referred to as "post"), including without limitation, messages, data, text, photos, video, music, graphics, links or other materials posted through text, messages, photos and profile information (your submissions and posts as well as those of other Users, collectively, are "User Content"). Pronoyi does not control, take responsibility for or assume liability for any User Content posted by you, other Users or any third party, or for any loss or damage thereto, nor is Pronoyi liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity that you encounter.
- Accuracy of Information. You will not post any inaccurate, misleading, incomplete or false information or User Content to the Pronoyi Services or to any other User through the Pronoyi Services. You agree that all images posted to your Pronoyi Account are of you. You may be required to supply certain information and post a photo of yourself to use the Pronoyi Services.
- No Duty to Review User Content. Although you understand and acknowledge that Pronoyi has no duty to pre-screen, review, control, monitor or edit the User Content posted by Users and is not liable for User Content that is provided by others, you agree that Pronoyi may, at its sole discretion, review, edit, refuse to accept or delete User Content at any time and for any reason or no reason without notice. You are solely responsible for creating backup copies and replacing any User Content that you post or store on the Pronoyi Services at your sole cost and expense. This includes Pronoyi's right to modify or crop any photos you post to comply with Pronoyi's policies, practices and procedures.
5. License of User Content to Clover
Pronoyi claims no ownership or control over your User Content, except as otherwise specifically provided herein, on the Pronoyi Services or in a separate agreement. By submitting or posting User Content, you automatically grant, and you represent and warrant that you have the right to grant, to Pronoyi, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, reproduce, adapt, modify and distribute such User Content furnished by you and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing in any medium. You represent and warrant that the User Content and the public posting and use of your User Content by Pronoyi will not infringe or violate any third-party rights, including without limitation, any intellectual property rights or rights of privacy or publicity, or cause any harm to any third party or violate these Terms. You further represent and warrant that you have the written consent of each and every identifiable natural person in your User Content (including but not limited to any content you submit to Pronoyi to feature) to use such person's name or likeness in the manner contemplated by the Pronoyi Services and these Terms, and each such person has released you from any liability that may arise in relation to such use. By posting User Content, you hereby release Pronoyi, directors, officers, shareholders, employees, contractors and agents from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any additional compensation for any use by Pronoyi of your User Content. You also grant Pronoyi the right to choose Pronoyi Accounts to feature on the Pronoyi Services for enhanced visibility at no extra cost, in the sole discretion of Pronoyi.
6. Use of Proprietary Information of Others
You will not post, copy, transfer, create any derivative works from, distribute, reproduce or show in any manner any copyrighted or trade-marked or other proprietary information or materials, including any User Content posted by other Users, without the prior consent of the owner of such proprietary rights. You acknowledge that information or materials available through the Pronoyi Services may have copyright protection whether or not it is identified as being copyrighted.
We may provide notices to you in any of the following ways. First, we may email you at the email address that you provided when you created your Pronoyi Account. Second, we may present the notice on the Pronoyi Services. When we post notices on the Pronoyi Services, we post them in the area of the Pronoyi Services suitable to the notice. It is your responsibility to periodically review the Pronoyi Services for notices.
8. Social Networking Sites
When you have enabled the use of our Pronoyi Services through a third-party social networking or similar site or mobile or other application (a "Social Networking Site"), such as Facebook, Google, Apple, Snapchat, Instagram, or Twitter, you permit Pronoyi to access information about you that is made available to the Pronoyi Services through or from that Social Networking Site based on the permissions you give through that Social Networking Site. The information obtained by Pronoyi varies by Social Networking Site and may be affected by the privacy settings you establish at that Social Networking Site, but can include information such as your name, email address, profile pictures, networks, gender, username, user ID, age or birthday, language, location, country, interests, contacts list, friends lists or followers and other information.
If there is information about your "friends" or other persons you are associated with in your Social Networking Site account, the information that we obtain about those persons may also depend on the privacy settings such persons have activated with the applicable Social Networking Site. You acknowledge and agree that Pronoyi is not responsible for, and has no control over, any applicable privacy settings on any Social Networking Sites (including any settings related to any messages or advertisements about Pronoyi that the Social Networking Site may send to you or your friends). You may also unlink your Social Networking Site account from the Pronoyi Services by adjusting your settings on the Social Networking Site.
10. Intellectual Property Rights And Limited License
Other than your User Content, the Pronoyi Services and all materials therein, including, without limitation, software, images, text, graphics, designs, illustrations, Pronoyi logos, patents, trade-marks, service marks, copyrights, photographs, audio, videos, music, information, data, other files and the arrangement thereof and User Content belonging to other Users (the "Proprietary Materials"), and all intellectual property rights related thereto, are the exclusive property of Pronoyi and its licensors (including other Users who post User Content to the Pronoyi Services). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights of Pronoyi.
You are granted a limited, non-sublicensable license to access and use the Pronoyi Services and Proprietary Materials, subject to these Terms. You agree that you will not:
- copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Pronoyi Services or cause others to do so;
- "frame" or "mirror" any part of the Pronoyi Services or the Proprietary Materials, without our prior written authorization;
- use meta tags or code or other devices containing any reference to Pronoyi or the Pronoyi Services in order to direct any person to any other site for any purpose;
- resell or make any commercial use of the Pronoyi Services or Proprietary Materials;
- use any data mining, robots, spiders or similar data gathering or extraction methods or otherwise collect any pictures, descriptions, data or other content from the Pronoyi Services or Proprietary Materials;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Pronoyi Services;
- use any automated methods or processes to create Pronoyi Accounts or access the Pronoyi Services or Proprietary Materials; or
- use the Proprietary Materials or the Pronoyi Services other than for their intended purpose. Any use of the Pronoyi Services or Proprietary Materials other than as expressly authorized herein, without the prior written consent of Pronoyi, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable to international laws, including without limitation copyright and trade-mark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Pronoyi reserves all rights not expressly granted herein in the Pronoyi Services and the Proprietary Materials. This license is revocable at any time.
"Pronoyi", Pronoyi's logos and any other trade names or slogans contained in the Pronoyi Services are trade-marks or service marks of Pronoyi, its partners or its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Pronoyi or the applicable trade mark holder. In addition, the look and feel of the Pronoyi Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trade mark and/or trade dress of Pronoyi and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trade-marks, registered trademarks, product names and company names or logos mentioned in the Pronoyi Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trade-mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
12. Third Party Content
Pronoyi may provide third party content on the Pronoyi Services and may provide links to web pages, applications, mobile apps, sites and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. Pronoyi does not control, endorse or adopt any Third Party Content and expressly disclaims any and all representations, warranties or conditions of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Pronoyi is not responsible or liable in any manner for any Third Party Content and Pronoyi undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk
13. Links to Third Party Sites or Resources
Pronoyi and its licensees may publicly display advertisements and other information adjacent to your User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
15. End User Licenses
- 1. License Grant. Subject to these Terms, Pronoyi hereby grants you a nonexclusive, non-transferable, revocable license to use a compiled code copy of the Pronoyi Services for one (1) Pronoyi Account for your personal, noncommercial use. Pronoyi does not represent or warrant that the Pronoyi Services will be compatible with your web browser and/or mobile device at any time.
- 2. Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Pronoyi Services, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Pronoyi Services to any third party or use the Pronoyi Services to provide time sharing or similar services to any third party; (iii) make any copies of the Pronoyi Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Pronoyi Services, features that prevent or restrict use or copying of any content accessible through the Pronoyi Services, or features that enforce limitations on use of the Pronoyi Services; or (v) delete the copyright and any other proprietary rights notices on the Pronoyi Services.
- 3. Software Updates. You acknowledge that Pronoyi may from time to time issue upgraded versions of the Pronoyi Services, and may automatically electronically upgrade the version of the Pronoyi Services that you are using. You consent to such automatic upgrading, and agree that these Terms will apply to all such upgrades. You agree that Pronoyi will not be liable to you for any such modifications.
- 4. Rights Reserved. The foregoing license granted under these Terms is not a sale of the Pronoyi Services or any copy thereof and Pronoyi or its third party partners or suppliers retain all rights, title, and interest in the Pronoyi Services (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Pronoyi reserves all rights not expressly granted under these Terms.
- 5. App Stores. You acknowledge and agree that the availability of the Pronoyi Services is dependent on the third parties from whom you received the Pronoyi Services, e.g., Google Play or the Apple app store (collectively "App Stores"). You acknowledge that these Terms are between you and Pronoyi and not with the App Stores and that each App Store may have its own terms and conditions to which you must agree before downloading the Pronoyi Services from it. You agree to comply with, and your license to use the Pronoyi Services is conditioned upon your compliance with, all applicable terms and conditions of the particular App Store
16. Paid Pronoyi Services
- Pronoyi does not receive or process payments or credit card information
directly. All payments are processed through your App Store account.
Pronoyi does not have access to your App Store account information. If
you require billing support you will need to contact your App Store
account's billing support center.
- AUTOMATIC RENEWAL OF SUBSCRIPTIONS. When you pay for a subscription through a Third Party Account and you do not cancel your subscription prior to the end of the subscription term, your subscription for the Pronoyi Services will continue indefinitely until cancelled by you through the Third Party Account. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. You agree that your Pronoyi Account will be subject to this automatic renewal feature. You acknowledge and agree that your Third Party Account will be automatically charged for such subscription fees, plus any applicable taxes, upon each such automatic renewal. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all recurring charges through the Third Party Account based on this automatic renewal feature without further authorization from you and without further notice except as required by law.
- CANCELLATION OF SUBSCRIPTIONS. When you purchase a subscription through a Third Party Account, you will need to cancel your subscription through that Third Party Account not Pronoyi and in accordance with that Third Party Account's terms and conditions. Cancellations are effective the following billing period in which payment is due. If you cancel your subscription your subscription benefits will continue until the end of your then current subscription term, but your subscription will not be renewed after that term expires. You will not be entitled to a prorated refund of any portion of the subscription fees paid for the then current subscription term.
17. Free Trials And Promotions
18. Modification Of These Terms
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of any of the terms and conditions contained in these Terms including any policy or guideline applicable to the Pronoyi Services at any time. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Pronoyi Services, and your continued use of the Pronoyi Services after such posting will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Pronoyi Services. The Terms will always show the "last updated" date at the top. If you do not agree to any amended Terms, you must stop using the Pronoyi Services. If you have any questions about these Terms, please email us at the contact address below. These changes will be effective immediately for new and current Users of the Pronoyi Services.
PRONOYI PROVIDES THE PRONOYI SERVICES AND THE PROPRIETARY MATERIALS AND THE PRONOYI SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRONOYI EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE PRONOYI SERVICES AND THE PROPRIETARY MATERIALS, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PRONOYI DOES NOT REPRESENT AND WARRANT THAT (A) YOUR USE OF THE PRONOYI SERVICES OR PROPRIETARY MATERIALS WILL BE SECURE, UNINTERRUPTED, COMPLETE, ALWAYS AVAILABLE, ERRORFREE OR WILL MEET YOUR REQUIREMENTS, (B) ANY DEFECTS IN THE PRONOYI SERVICES OR PROPRIETARY MATERIALS WILL BE CORRECTED OR (C) THE PRONOYI SERVICES AND PROPRIETARY MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PRONOYI DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE PRONOYI SERVICES OR THE DELIVERY OF ANY COMMUNICATIONS. PRONOYI HAS NO ANY OBLIGATION TO VERIFY THE IDENTITY OF OR SCREEN THE PERSONS SUBSCRIBING TO OR USING THE PRONOYI SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE PRONOYI SERVICES BY OTHER USERS OF THE COMMUNITY. THEREFORE, PRONOYI DISCLAIMS ANY AND ALL LIABILITY FOR YOUR INTERACTIONS WITH AND THE CONDUCT OF OTHER USERS AND FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. PRONOYI DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE CLOVER SERVICES OR ANY RESULTS FROM YOUR USE OF THE PRONOYI SERVICES; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR THE CONDUCT OF ANY USERS OR FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN PRONOYI. UNDER NO CIRCUMSTANCES WILL PRONOYI BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR HARM OF ANY KIND RESULTING FROM ANY USER'S CONDUCT OR YOUR USE OF THE PRONOYI SERVICES OR FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PRONOYI SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
20. LIMITATION OF LIABILITY; INDEMNITY
You hereby waive and agree not to assert any claims or allegations of any nature whatsoever against Pronoyi, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Pronoyi Services or Proprietary Materials, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of User Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use of the Pronoyi Services. Your use of the Pronoyi Services and Proprietary Materials is entirely at your own risk. Without limiting any of the foregoing, neither Pronoyi nor any other Released Party shall be liable to you for any direct, special, indirect, exemplary, consequential, punitive damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of data, loss of good will, data, or other intangible losses or other economic loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with your use of the Pronoyi Services or any Proprietary Materials, including without limitation any damages caused by or resulting from: (i) your use or inability to use the Pronoyi Services or any Proprietary Materials; (ii) any third party claims that the use by you of any of the Pronoyi Services or Proprietary Materials violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Pronoyi Services or any Proprietary Materials, whether related to mistakes, errors, omissions, interruptions, defects, delays in operation or transmission, deletion of files or email, computer viruses or any failure of performance (whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Pronoyi or any other Released Party's records, programs or services); (iv) any damages arising from communications or transactions with other Users of the Pronoyi Services, whether through blogs, or otherwise, or persons that you meet through the Pronoyi Services; or (v) any other matters relating to the Pronoyi Services, Proprietary Materials, any User Submissions (as defined above), based in contract, tort, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not Pronoyi had any knowledge, actual or constructive, that you might incur such damages. You shall fully defend, indemnify and hold harmless Pronoyi and the other Released Parties from any losses, damages, liabilities, costs, expenses (including legal fees), claims and proceedings arising out of your use (or the use by any person to whom you have given access to your Pronoyi Account) of the Pronoyi Services, provision of User Content and the Proprietary Materials, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights of any third party.
21. Applicable Law; Jurisdiction
The Pronoyi Services are controlled by Pronoyi and operated by it from its offices in Singapore. All disputes, claims or other matters arising from or relating to your use of the Pronoyi Services, the Proprietary Materials and these Terms will be governed by the federal laws of Singapore applicable therein, excluding the application of any conflicts of laws rules.
22. Dispute Resolution
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to these Terms, the Pronoyi Services, User Content or posts, oral or written statements, advertisements or Promotions relating to these Terms or to the Pronoyi Services, or the relationships that result from these Terms, the Pronoyi Software, the Pronoyi Site, the Pronoyi Services, User Content or posts (collectively, a "Claim") will be referred to and determined by a sole arbitrator (to the exclusion of the courts) pursuant to the Arbitration Act, as the same may be amended from time to time. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. If arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Singapore. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the Pronoyi Services and/or the Pronoyi Software and/or the Pronoyi Site from locations other than Singapore, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Pronoyi and the other Released Parties for your failure to comply with any such laws
Unless otherwise provided, these Terms take effect upon your initial use of the Pronoyi Services and shall remain in effect until terminated as described below
- 1. Termination by Pronoyi. Notwithstanding anything to the contrary in these Terms, Pronoyi may suspend, remove, deactivate, terminate or block your Pronoyi Account and your right to use the Pronoyi Services and may block or prevent your access to and use of the Pronoyi Services at any time in our sole discretion, for any reason, without explanation and without notice to you (including without limitation blocking Users from certain IP addresses). We also reserve the right to remove or block access to your Pronoyi Account information, User Content or data from the Pronoyi Services and any other records at any time at our sole discretion. In the event that we determine that your access to any of the Pronoyi Services is terminated, blocked, deactivated, removed or suspended at any time in our sole discretion, for any reason, without explanation and without notice or for cause, such as due to any breach or violation of these Terms, flagged conduct or content, third party complaints, infringement of the intellectual property rights of others, you agree that all fees then paid to Pronoyi by you will be non-refundable. You further agree to accept responsibility for cancelling any subscriptions in accordance with Section 16 of these Terms.
- 2. Termination by You. You may deactivate your Pronoyi Account at any time by accessing your Pronoyi Account settings and selecting the deactivate account option. If you require specific instructions on how to deactivate your Pronoyi Account you may email our customer support team at firstname.lastname@example.org with the subject line How To Deactivate My Pronoyi Account. After your Pronoyi Account has been deactivated, and after you have logged out of the Pronoyi Services, your profile will not be visible to other Users. If you do not reactivate your Pronoyi Account within ninety (90) days, your Pronoyi Account will be permanently closed and your personal information will be deleted. Some of your personal information (including any User Content, photos, videos, images, text, messages or data you have posted to the Pronoyi Services) may remain in Pronoyi's backup copies and logs for up to one (1) year. If you choose to deactivate your Pronoyi Account you agree to accept responsibility for cancelling any subscriptions in accordance with Section 16 of these Terms.
- 3. Survival. Upon any termination, discontinuation or cancellation of the Pronoyi Services or your Pronoyi Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, Sections ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. If these Terms expire or terminate for any reason, Sections 1, 5, 9-12, 15, 19-25, and any representation or warranty you make in these Terms, shall also survive indefinitely.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Pronoyi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. If any provision, or any portion thereof, of these Terms is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of Pronoyi to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision.
25. Language Of These Terms
The language of these Terms is English. The English language version of these Terms will govern your relationship with Pronoyi.
26. Questions and Comments
If you have any questions regarding these Terms or your use of the Pronoyi Services, please contact us at: Pronoyi Pte Ltd. Email: email@example.com