Terms of Use for the Propago Platform Marketing Portals

Terms of Use - Propago Platform

Propago LLC (“Propago”) has created this website (the "Website" or the "Site") to provide an online marketing management platform to help you intelligently manufacture, manage and distribute any of your marketing assets (the “Platform”).

To assist you in using the Platform, and to ensure a clear understanding of the relationship arising from your use of the Platform, we have created (i) this End User Access Agreement (the "Terms") and (ii) a Privacy Policy. Our Privacy Policy explains how we treat information you provide to us through the Platform, and our Terms govern your use of our Platform. Our Terms and Privacy Policy apply to any visitor to the Website and Platform (collectively, “you”), including (i) casual visitors to our Site, who do not use the Platform (“Site Visitors”), and (ii) users who have registered with Propago to use the Platform in connection with either (a) their relationship with Propago, or (b) their relationship with a licensee of Propago (collectively, “Registered Users”). The terms “Propago,” “we” and “us” refer to Propago LLC.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING OR REGISTERING WITH THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES.

1. Your Agreement.
These Terms govern (i) your use of the Platform, (ii) your receipt of and participation in Propago’s services offered through the Platform (the "Services"); and (iii) your use of information obtained through the Platform, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by Propago or its licensors and made available to you through the Services (“Propago Content”). Please read these Terms carefully; they impose legal obligations on you and on Propago, and establish our legal relationship. By using the Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.

In addition, during the registration process for your password (and from time to time as we may require) you may be prompted to click/check an "I Accept" button/box, which further confirms your agreement to be legally bound by these Terms.

2. Our Services: Overview.
The Platform is designed to provide a user-friendly platform where users can create, manage and distribute marketing materials. Registered Users can control the portal’s design, administer users and manage marketing assets. The online personalization engine enables users to change corporate messaging and brand elements instantly across the entire organization. Sales team, affiliates and partners across the nation can utilize finished creative or create customized marketing materials on demand. Account settings determine which materials the user can access, how content can be modified, and whether approval is required on the final piece.

3. Obtaining a Password; Use of Your Password

3.1. Protecting Your Password.
The Platform is only accessible to users that have a password. Once you obtain a password, please keep in mind that we will treat anyone who uses your user name and password as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might “pretend” to be you with respect to the Platform and your participation in the Services. We also ask that you notify us immediately if you suspect that someone is using your user name and/or password in this or any inappropriate manner.

4. Grant of Rights to Registered Users

4.1. Grant of Rights to Registered Users.
As a Registered User, you are granted the right to access the Platform to create, manage and distribute marketing materials (“User Content”) in connection with your relationship with Propago (or a licensee of Propago, as applicable) for use in connection with your business. You may not modify, copy, distribute, or otherwise use (i) the User Content of other users, or (ii) the Propago Content.

4.2. Duration of Rights.
You will continue to enjoy Your rights under Section 4.1 (Grant of Rights to Registered Users) for as long as you are a Registered User, unless Your password is revoked or suspended for misconduct, as set out in Section 8 (Monitoring; Revocation or Suspension of Use Privileges).

4.3. Grant of Rights to Propago in User Content.
By creating User Content through our Platform, including uploading files for use in connection with our Platform and Services, or otherwise (if such features are available to you), you grant Propago the right to use, copy, reformat, index, modify, display, and distribute your User Content solely for the purposes of providing our Services.

4.4. Rights You Must Have in Your User Content.
When you upload files for use in connection with creating or distributing User Content through our Platform, you represent and warrant (i) that you hold all rights needed to grant requisite rights under Section 4.3 (Grant of Rights to Propago in User Content); (ii) that you own the copyright in all User Content subject to copyright protection (or have been given needed permissions by the copyright owner, or use the Content under "fair use" principles); and (iii) that either (a) no consent by the persons depicted in any photographs or images is required, or (b) each person depicted in photographs, images or identified in text in your User Content (if any), has provided you with consent to use the Content as set forth in these Terms.

4.5.Registered User Comments/Feedback.
Our Platform may allow registered Users to provide comments or feedback regarding our Platform and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Platform and our Services.

5. Ownership; Reservation of Rights.
The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Platform, Services or the Propago Content, are the proprietary property of Propago and its licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Propago and its licensors retain all rights with respect to the Platform, Services and the Propago Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Website, the Platform and/or through the Services unless specifically authorized in writing by Propago.

6. Restrictions.
You agree that you will not: (i) modify, disable, circumvent, deactivate or otherwise interfere with features of the Platform; (ii) decompile, disassemble, reverse-engineer or otherwise attempt to derive the source code of the Platform, except to the limited extent, if any, these activities may be permitted by law despite this restriction; (iii) modify or create derivative works of the Platform; or (iv) sell, rent, lease, sublicense or redistribute Platform.

7. Code of Conduct.
As a condition to your use of the Platform and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

Upload, email or otherwise transmit any images or other data that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent.
Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images, and text in electronic form -- can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Platform without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
Use the Platform to artificially generate traffic or page links to a Platform or for any other purpose not expressly allowed under these Terms.
Use the Platform in a manner that could disable, overburden, or impair the Platform or Services or interfere with any other party's use and enjoyment of the Platform and Services, such as through sending "spam" email.
Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.
Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Platform.
Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Platform to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).

8. Monitoring; Revocation or Suspension of Use Privileges.
We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all of the Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. Although we have no – and assume no -- obligation to monitor activities on the Platform, please understand that we may employ filters designed to detect and block inappropriate content under this Code of Conduct. Users should also understand that our Code of Conduct is based in many instances on principles of applicable law. Users who violate our Code of Conduct accordingly may be exposed under these laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Propago reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with its Privacy Policy.

9. Warranty Disclaimer.
PROPAGO DOES NOT PROMISE THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE PLATFORM WILL PROVIDE SPECIFIC RESULTS FROM YOUR USE OF THE PLATFORM, PARTICIPATION IN THE SERVICES, OR YOUR USE OF ANY CONTENT, SEARCH, OR INFORMATION ON THE WEBSITE. THE WEBSITE, PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE PLATFORM, YOU DO SO AT YOUR OWN RISK. PROPAGO DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

PROPAGO DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE WEBSITE OR THE PLATFORM; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE WEBSITE OR THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PROPAGO WEBSITE, PLATFORM AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.

10. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL PROPAGO BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PROPAGO WEBSITE, PLATFORM AND RELATED SERVICES AND CONTENT.

11. Indemnity.
You agree to defend, indemnify, and hold Propago and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.

12. Modifications to these Terms.
We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records.

13. Assignment.
These Terms shall not be assignable by you, either in whole or in part. Propago reserves the right to assign its rights and obligations under these Terms.

14. General.
These Terms shall be governed in all respects by the laws of the State of Texas without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the State of Texas in the judicial district where Propago has its principal place of business. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Propago’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Propago and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

15. Survival.
The following provisions shall survive the termination of these Terms and shall apply indefinitely:

Section 5 (Ownership; Reservation of Rights)
Section 9 (Warranty Disclaimer)
Section 10 (Limitation of Liability)
Section 11 (Indemnity)
Section 13 (Assignment)
Section 14 (General)
Section 15 (Survival)

16. Relationship to Privacy Policy.
These Terms must be read in conjunction (i) with other agreements into which you may enter concerning the Platform, and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy will control.

17. Contact Us.
If you have any questions about these Terms, the practices of this Site, or your dealings with Propago, please contact us at: support@propago.com

18. Effective Date
The effective date of this Privacy Policy is June 1, 2015.