Terms & Conditions

Welcome to the ProCARE Portal website (the “Web Site”). This document explains the terms and conditions for using the Web Site (the “Terms & Conditions”, also referred to as “Terms of Use”). By using the Web Site, you consent to these Terms of Use and any new version of such posted since your last visit.

These Terms of Use apply to any person or entity using and/or browsing the Web Site (“User”), including Company customers who are authorized to register to use the customer portal (the “Customer Portal”).

The www.procareportal.com web site and any derivative or affiliated web site on which these Terms of Use are posted or linked, are owned and operated by ProCARE Portal LLC, a Georgia corporation. ProCARE has adopted these Terms of Use to make you aware of the terms and conditions of your use of the www.procareportal.com web site, any derivative web sites on which these Terms of Use are posted and any Content (defined below) or other products or services that are offered or provided via the aforementioned web sites (collectively, the “Web Site”). In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, you represent and warrant that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use, and your acceptance of these Terms of Use shall constitute acceptance on behalf of such entity or person. Additionally, please note that your use of certain features or Content on the Web Site may be subject to other written agreements between ProCARE and you and/or the entity you represent. The terms of such other agreements (including, without limitation, master, end user and other license agreements) shall continue to govern your use and shall control to the extent they expressly conflict with these Terms of Use.

ProCARE reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes. The continued use of the Web Site following the posting of changes to these Terms of Use will constitute your acceptance of those changes going forward from the date of revision. The most current version of these Terms of Use can be reviewed in this document. Amended dispute resolution provisions will not apply to any dispute of which the parties had actual notice as of the date of the change.

BY USING OR OTHERWISE ACCESSING THE WEB SITE, CREATING, REGISTERING OR ACCESSING AN ACCOUNT, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEB SITE, PURCHASING ANY PRODUCTS OR SERVICES VIA THE WEB SITE OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE WEB SITE, CREATE, REGISTER OR ACCESS AN ACCOUNT, POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEB SITE OR PURCHASE ANY PRODUCTS OR SERVICES VIA THE WEB SITE.

PLEASE NOTE THAT COMPANY CUSTOMERS WHO ARE AUTHORIZED TO REGISTER TO USE THE CUSTOMER PORTAL ARE SUBJECT TO ADDITIONAL TERMS OF USE WHICH GOVERN THE USE THEREOF (THE “CUSTOMER PORTAL TERMS OF USE”). THE CUSTOMER PORTAL TERMS OF USE ARE AVAILABLE ON THE CUSTOMER PORTAL REGISTRATION AREA AND MUST BE ACCEPTED BEFORE ACCESS TO THE CUSTOMER PORTAL IS PERMITTED.

Restrictions on Use

ProCARE hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Web Site solely for your noncommercial, personal use or the internal business needs of the entity of which you are an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use. ProCARE reserves all rights not otherwise expressly granted by these Terms of Use. If you do not comply with the Terms of Use at any time, ProCARE reserves the right to revoke the aforementioned license(s), limit your access to the Web Site or restrict your ability to post or download Content or order products and services. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Web Site. You may not obscure or remove any proprietary rights notices contained in or on the Content. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Web Site or any part thereof.

ProCARE may discontinue or alter any aspect of the Web Site, remove Content from the Web Site, restrict the time the Web Site is available or restrict the amount of use permitted at ProCARE’s sole discretion and without prior notice or liability. You agree that ProCARE may, under certain circumstances and with or without cause, immediately suspend and/or terminate your access to the Web Site or any part thereof. Cause for such measures shall include, without limitation: (a) breaches or violations by you of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Web Site; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities. ProCARE may take such measures in its sole discretion and without liability to you or any third party.

For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information.

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Web Site or any part thereof or any Content that you may post or download via the Web Site, which includes, without limitation: (a) use of the Web Site to post, store or disseminate material or information that is or to a reasonable person may be false, fraudulent, unlawful, harmful, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Web Site to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Web Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Web Site, to Content, to restricted portions of the Web Site or any other computer network or equipment; (d) use of the Web Site to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Web Site to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Web Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Web Site); (g) use of the Web Site to gain competitive intelligence about ProCARE, the Web Site or any product or service offered by ProCARE via the Web Site or to otherwise compete with ProCARE or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Web Site or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or (j) use of the Web Site to engage in any activity that, as determined by ProCARE, may violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Copyright

The Web Site is the copyrighted property of ProCARE Inc., copyright © 2011-2014. All rights reserved. The ProCARE word and design marks are trademarks and/or registered trademarks of ProCARE Inc. and may not be used without ProCARE’s prior written consent. All rights reserved. All other trademarks listed herein are the property of their respective owners.

User Representations

You hereby represent and warrant to ProCARE that: (a) you (i) have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21 years of age depending on the jurisdiction), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent, or (iv) otherwise have the power and authority to enter into and perform your obligations under these Terms of Use; (b) all information provided by you to ProCARE is truthful, accurate and complete; (c) you are an authorized signatory of the credit or debit card or other method of payment that you provide to ProCARE or its third-party payment processor to pay the purchase price and any applicable fees or taxes related to your purchases of products and/or services via the Web Site; (d) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Web Site, Content or any part thereof; (e) you have provided and will maintain accurate and complete registration information with ProCARE, including, without limitation, your legal name, email address and any other information ProCARE may reasonably require; (f) your access to and use of the Web Site or any part thereof and/or purchase and use of any products or services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (g) you will immediately notify ProCARE in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (h) you will not use the Web Site in order to gain competitive intelligence about ProCARE, the Web Site or any product or service offered by ProCARE via the Web Site or to otherwise compete with ProCARE or its affiliates; and (i) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use.

In the event that you post any User Content or provide any Feedback via the Web Site, you hereby make the following additional representations and warranties to ProCARE: (1) you are owner of such User Content or Feedback or otherwise have the right to grant ProCARE the licenses or assignments granted pursuant to these Terms of Use; (2) you have secured any and all consents necessary to post the User Content or Feedback and to grant the foregoing licenses or assignments; (3) the User Content or Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such User Content or Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any User Content or Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the User Content or Feedback is true and accurate.

Accounts

For certain aspects of the Web Site, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you may not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify ProCARE in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. ProCARE may refuse to grant a particular username to you for any reason, including, without limitation, in the event ProCARE determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

Content

You acknowledge that the Web Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by ProCARE or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. For the avoidance of doubt, references to Content shall include User Content.

The Content posted by users via the Web Site other than Feedback (defined below) (collectively, “User Content”) is the intellectual property of the specific users of the Web Site who post such User Content and their licensors, if any. ProCARE does not claim any ownership rights in such User Content. By posting User Content via the Web Site, however, you hereby grant to ProCARE a limited, transferable, nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content for purposes of operating the Web Site and for such other purposes as the User Content was disclosed. ProCARE does not generally monitor or otherwise remove User Content after it is posted on the Web Site except under certain limited circumstances as required or permitted by law or otherwise in the sole discretion of ProCARE. In the event you would like to request that ProCARE remove your User Content from the Web Site, please contact ProCARE at info@procareportal.com. Please note however, that if ProCARE agrees, in its sole discretion, to remove your User Content, such User Content may not be completely removed or may otherwise still be available to others in the following non-exclusive circumstances: (a) your User Content has been incorporated into derivative works or compilations created by ProCARE or other parties; (b) such User Content has been retained in ProCARE’s data backup systems or for archival purposes; or (c) to the extent such User Content has been downloaded by other persons and such persons retain your User Content.

Feedback

ProCARE welcomes your comments, feedback, information, or materials regarding the Web Site, Content or ProCARE’s products or services (collectively, “Feedback”). If you submit Feedback to ProCARE, please note that your Feedback shall become the property of ProCARE. By submitting your Feedback to ProCARE, you agree to assign, and hereby irrevocably assign to ProCARE, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. ProCARE shall be free to use your Feedback on an unrestricted basis. You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.

Third Party Links & Advertisers

Content, goods or services may be offered by affiliates, partners and/or third parties through the Web Site. These are offered as a convenience to you. ProCARE has no control over and does not endorse this content, goods or services. Third party providers may change, add or discontinue their content or offerings at any time without notice. They may impose additional or different conditions on your use of their content or services (please read any additional terms that may be posted by such providers). ProCARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING CONTENT, GOODS OR SERVICES THAT YOU OBTAIN FROM THIRD PARTY PROVIDERS. YOU WILL LOOK SOLELY TO THE THIRD PARTY PROVIDER FOR ALL CLAIMS REGARDING SUCH MATTERS.

System Security

The Web Site may offer secure web pages to collect certain kinds of information from Users and may store certain kinds of sensitive information in encrypted form. The Web Site follows reasonable technical and management practices to help protect the confidentiality, security and integrity of data it collects. While no computer system is completely secure, the measures implemented by the Web Site help to reduce the likelihood of security problems to a level appropriate to the type of data involved.

Disclaimer

ProCARE uses reasonable efforts to maintain the Web Site, but ProCARE is not responsible for any defects or failures associated with the Web Site, any part thereof, any Content posted using the Web Site, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Web Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which ProCARE may undertake from time to time, or (c) causes beyond the control of ProCARE or which are not foreseeable by ProCARE.

This document reflects the entire and exclusive agreement between the parties concerning your use of the Web Site and supersedes all other agreements in relation thereto, whether written or verbal. Customers of the Company who use the Customer Portal are subject to the additional Customer Portal Terms of Use governing such use. ProCARE reserves the right to change these Terms of Use at any time by posting a new version on the Web Site. Your continued use of the Web Site after the effective date of such amendment will constitute your acceptance of such change.

ProCARE does not control the User Content posted by its users, nor does it have any obligation to monitor such User Content for any purpose. Despite the fact that it has no monitoring obligations, ProCARE reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use. Because the User Content offered via the Web Site is provided by other users, and because ProCARE does not monitor or exercise control over the User Content, ProCARE does not make any warranties or representations regarding any of the User Content offered via the Web Site or the quality thereof. ProCARE does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by its users or otherwise embodied in the Content. You understand that by using the Web Site, you may be exposed to Content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable, and that in no way shall ProCARE be liable under any theory for such exposure.

ProCARE is not a backup service for storing User Content, and ProCARE shall have no liability regarding any loss of User Content. You are solely responsible for creating backups of any User Content you post using the Web Site.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEB SITE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, PROCARE PORTAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.