TERMS OF USE

Last updated version: July 6, 2017

1. Introduction

The following Terms of Use and our Privacy Policy explain the relationship established from your use of our website. Our Privacy Policy accessed through our website explains how we treat information you provide and our Terms of Use oversee your use of our website.

2. Your agreement

These Terms of Use (the “User Agreement”) are applicable to your use of our websites (the “Websites”), our software applications made available for use on or through computers and mobile devices (the “Apps”) and your use of content obtained through the Websites or Apps (the “Content”). The Websites, Apps and Content in this User Agreement (the “Services”), from which you are accessing this document, are owned and operated by Progrentis Corp. (“Progrentis”, “we” or “us”). Our Terms of use apply to casual visitors to our Services (“Visitors”), as well as to users who are authorized to access the password-protected areas of the Services (“Authorized Users”).

Subject to this User Agreement, Progrentis Corp. hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Services in accordance with the terms of this User Agreement.

Please read these Terms carefully before you visit the Services; they impose legal obligations on you and on Progrentis Corp. and establish our legal relationship. By accessing or using the Websites, information, content, resources, services, products and tools we provide, you understand and agree to accept and adhere, without modification, to the following terms and conditions as stated in this policy (hereafter referred to as ‘User Agreement’). IF YOU DO NOT WISH TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR SITE.

3. Modification of These Terms of Use

We reserve the right to change this User Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

4. Relationship with Schools, Companies & Government Agencies (the “Institutions”)

When any director, officer, manager, employee, donor, agent or member of the staff of an Institution considering to provide access to the password-protected areas of the Services to persons in or associated with such Institution, access our Services as a Visitor, such person as well as the Institution become legally bound by these terms and conditions.

Institutions that want to grant access to the password-protected areas of the Services to persons in or associated with such Institutions (Authorized Users), must have an agreement with an Official Sales Channel of Progrentis which, in addition to this Terms of Use, set forth the entire understanding for the Institution (“Participating Institution”). In the event of conflict, this Terms of Use will prevail and Participating Institutions acknowledge that any controversy must be resolved exclusively with the Official Sale Channel.

When any Authorized User of a Participating Institution access for the first time the password-protected areas of the Services, he will be asked to accept these Terms of Use, and by doing so, he as well as the Participating Institution become legally bound by these terms and conditions.

5. Authorized Users

If you are an Authorized User expressly approved by a Participating Institution, you are eligible for a user id and password to access the password-protected areas of our Services.

Please keep in mind that we will treat anyone who uses your user id and password as “your.” We will provide this user with all of the rights and privileges that we provide to you. Therefore, we recommend that you maintain your user id and password in strict confidentiality, and that you refrain from disclosing this information to anyone. We also recommend that you notify us immediately if you suspect that someone is using your user id and password in this manner.

6. Responsible Use and Conduct

By visiting and accessing our Services, information, resources, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’), you warrant that you will not use the Resources for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Resources in any manner which could damage, disable, overburden, or impair the Resources or interfere with any other party's use and enjoyment of the Resources. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Resources.

Wherein, you understand that:

A. In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.

B. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s and all other user accounts created by you.

C. Your access to our Resources is strictly limited for your personal, educational and non-commercial use.

D. Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.

E. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.

F. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.

G. You are solely responsible of any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.

H. We may provide various open communication tools on our Services, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. that enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You understand that generally we do not pre-screen or monitor the content posted by users of these various Communication Services, which means that if you choose to use these Communication Services to submit any type of content, then it is your personal responsibility to use these Communication Services in a responsible and ethical manner. By posting information or otherwise using any open Communication Services as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:

1). Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

2) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

3) Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;

4) Contains any type of unauthorized or unsolicited advertising;

5) Impersonates any person or entity, including any employees or representatives of our organization.

6) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

7) Conduct or forward surveys, contests, pyramid schemes or chain letters.

8) Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

9) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

10) Restrict or inhibit any other user from using and enjoying the Communication Services.

11) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

12) Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

13) Violate any applicable laws or regulations.

We have the right at our sole discretion to remove any content that we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. We do not control or endorse the content, messages or information found in any Communication Service and, therefore, we specifically disclaim any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized spokespersons, and their views do not necessarily reflect those of us.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

I) We do not assume any liability for any content posted by you or any other third-party users of our Services. However, any content posted by you using any of our open Communication Services, provided that it doesn’t violate or infringe on any third-party copyrights or trademarks, becomes the property of us, and as such, gives us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute as we see fit. This only refers and applies to content posted via our open Communication Services as described, and does not refer to information that is provided as part of the registration process, necessary in order to use our Resources.

7. Links to Third-Party Sites

The Website may contain links or produce search results that reference links to third party websites (collectively “Linked Sites“). Progrentis Corp. has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. Progrentis Corp. does not endorse the content of any Linked Site, nor does Progrentis Corp. warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

Although we take no responsibility for Linked Sites, if you experience a problem with a Linked Site, please let us know at termsofuse@progrentis.com, and we will investigate the link and take appropriate action.

8. Privacy of Information

Progrentis is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. Please review our Privacy Policy that governs information collection, usage and disclosure. If you are under age thirteen (13), you may not share any personal identifying information on the Services without the express permission of your parent or tutor. And if you are thirteen (13) or over, you should disclose personal information advisedly.

9. Copyrights/Trademarks

All content and materials available on the Services, including but not limited to text, graphics, website name, programming code, source code, software, images and logos are the intellectual property of Progrentis Corp., and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on the Services is strictly prohibited, unless specifically authorized by Progrentis Corp. Any rights not expressly granted herein are reserved.

10. Limitation of Warranties

BY USING OUR SERVICES, YOU UNDERSTAND AND AGREE THAT ALL RESOURCES WE PROVIDE ARE “AS IS” AND “AS AVAILABLE”. IMPROVEMENTS AND/OR CHANGES IN THE SERVICES AND ALL RESOURCES MAY BE MADE AT ANY TIME. THIS MEANS THAT WE DO NOT REPRESENT OR WARRANT FOR ANY PURPOSE TO YOU THAT:

A. THE USE OF OUR RESOURCES WILL MEET YOUR NEEDS OR REQUIREMENTS.

B. THE USE OF OUR RESOURCES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.

C. THE INFORMATION AND CONTENT OBTAINED BY USING OUR RESOURCES WILL BE SUITABLE, ACCURATE OR RELIABLE, AND

D. ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY RESOURCES WE PROVIDE WILL BE

REPAIRED OR CORRECTED.

FURTHERMORE, YOU UNDERSTAND AND AGREE THAT:

E. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR RESOURCES IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICES FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF SUCH CONTENT.

F. NO INFORMATION OR ADVICE, WHETHER EXPRESSED, IMPLIED, ORAL OR WRITTEN, OBTAINED BY YOU THROUGH ANY RESOURCES WE PROVIDE SHALL CREATE ANY WARRANTY, GUARANTEE, OR CONDITIONS OF ANY KIND, EXCEPT FOR THOSE EXPRESSLY OUTLINED IN THIS USER AGREEMENT AND SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

11. Limitation of Liability

IN NO EVENT WE WILL BE LIABLE FOR ANY LOSS OR DAMAGES, WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL (INCLUDING PERSONAL INJURY), EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS INCURRED BY YOU WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES, RESOURCES OR CONTENT, OR ARISING OUT OF THIS USER AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE PROGRENTIS CORP., ITS AFFILIATES, ITS BUSINESS PARTNERS AND THEIR DIRECTORS, OFFICERS, TRUSTEES, SHAREHOLDERS, MANAGERS, EMPLOYEES, DONORS, AGENTS AND LICENSORS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE

DISSATISFIED WITH ANY PORTION OF THE SERVICES AND RESOURCES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

12. Guarantee

UNLESS OTHERWISE EXPRESSED, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES OR LINKED WEBSITES IS AT YOUR SOLE RISK.

13. Assignment

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

14. Indemnity

You agree to indemnify and hold harmless Progrentis Corp., its affiliates, its business partners and their directors, officers, trustees, shareholders, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account.

We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.

15. Termination of Use

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our Services and Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

16. General

The Services controlled by Progrentis Corp. can be accessed by most countries around the world. As each country has laws that may differ, by accessing our Services, you agree that this User Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida of The United States of America, without regard to its conflict of laws rules. All disputes arising out of or in connection with the present User Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled in English language, in the city of Miami of Florida of The United States of America, under the Rules of Arbitration of the International Chamber of Commerce (ICC) latest edition by three arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to this User Agreement or to transactions processed under this User Agreement.

Use of the Progrentis Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

Our Website, Services, and Content and Information that you provide to us may be hosted, stored and processed in any country where we have facilities or in which we engage service providers, and by using the Services you consent to the transfer of information to countries outside of your country of residence, which may have laws governing data collection and use that are different from those of your country.

If any provision of these Terms is held to be invalid or unenforceable, pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the User Agreement shall continue in effect.

Headings are for reference purposes only and in no way, define, limit, construe, or describe the scope or extent of such section. Progrentis Corp. 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 User Agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Progrentis Corp. and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether electronic, written or oral.

This User Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between you and Progrentis Corp.

It is the express wish to the parties that this User Agreement and all related documents be drawn up in English.

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

Section 6.i (Responsible Use and Conduct)
Section 8 (Privacy of Information)
Section 9 (Copyright/Trademarks)
Section 10 (Limitations of Warranties)
Section 11 (Limitation of Liability)
Section 13 (Assignment)
Section 14 (Indemnity)
Section 16 (General)
Section 17 (Survival)