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Terms of Service

Last Revised: May 28, 2024

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legal agreement between you and Projetly Inc. (“Projetly,” “we,” “us,” or “our”) and govern your use of and access to Projetly’s private website creation service (“Private Shared Space”), including our Private Shared Space websites and other services (collectively, the “Service”) available through the website https://projetly.ai and associated domains owned or operated by Projetly (collectively, the “Site”). By using or accessing the Service or Site in any manner, you agree to and accept these Terms, our Privacy Policy at https://projetly.ai/privacy-policy/, which outlines how we collect and use certain information about you, and any other legal notices or guidelines posted on the Site. If you are using or accessing our Service or Site on behalf of an organization, you agree to these Terms on behalf of that organization and represent that you have the authority to do so. These Terms also apply when you use or access the Service or Site at no cost or on a trial basis. If you do not agree to these Terms, do not use or access the Service or Site. You are prohibited from creating or using a Projetly account or otherwise using the Service or Site if you are not legally capable of entering into contracts. For instance, if you are not of the age of majority in your country or region, you may only create or use a Projetly account with the supervision and consent of a parent or guardian. Individuals under the age of 13 are prohibited from creating or using accounts through https://projetly.ai.

If applicable, the Service you are subscribing to is described in the order form(s) executed by you and Projetly (each, an “Order Form”). All Order Forms are incorporated into these Terms by reference.

2. Description of the Service

Our web-based Service allows registered users (“Account Holders”) to create and update a Private Shared Space online. Upon registration, each Account Holder receives their own Private Shared Space and can post “Content” (defined in Section 8) to it. Account Holders may choose to grant access to their Private Shared Space to other users (“Users”) of their choosing. Users must provide a valid email address to access the Account Holder’s Private Shared Space. Projetly uses User email addresses solely to manage access to Private Shared Spaces and will not contact your Users directly without your prior written permission, unless otherwise stated in these Terms. You will not make the Service available to anyone other than authorized Users.

As long as we continue to offer the Service, we will strive to update, improve, and expand it. From time to time, Projetly may provide upgrades, patches, enhancements, modifications, or fixes for the Service. Any such updates, new features, or functionality, including the release of new Projetly tools and resources, will be considered part of the Service and subject to these Terms.

To use the Service or Site, you must have Internet access, either directly or through devices that can access web-based content, and you must pay any fees associated with Internet access. Additionally, you must provide all necessary equipment to establish a connection to the Internet, including a web-enabled computer. You may only access the Service through the interfaces we provide.

3. Account Holder Registration

To register as an Account Holder, you must provide a valid email address and other personal information (“Registration Data”). During the registration process, you will choose an account designation for your Private Shared Space(s) and obtain a Projetly ID. You are responsible for maintaining the security and confidentiality of your account details and for all activities that occur under your account. By using the Service, you agree to provide true, accurate, current, and complete Registration Data. If you provide any information that is false, inaccurate, outdated, or incomplete, or if Projetly has reasonable grounds to suspect that such information is false, inaccurate, outdated, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service or any part of it.

4. Projetly Privacy Policy

Our Privacy Policy, available at https://projetly.ai/privacy-policy/  and incorporated into these Terms, explains how we collect, protect, and use certain information about you, including your Registration Data. We encourage you to review our Privacy Policy to help you make informed decisions regarding your information.

5. Projetly Account and Security

You are solely responsible for maintaining the security of your account and Private Shared Spaces, as well as for all activities and actions taken under your account or in connection with the Service, including those by your Users. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of your account and to promptly notify us in writing of any unauthorized uses of your account or other security breaches. We are not liable for any loss or damage resulting from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Projetly or its affiliates, subsidiaries, officers, directors, or employees be liable for any acts or omissions by you, your Users, or any third party, including any resulting damages of any kind.

6. Access to the Service; Proprietary Rights & Restrictions

6.1 Subject to these Terms (and, if applicable, any terms and conditions in the Order Form) and your payment of any Fees (defined below) for the Service, we grant you a non-exclusive, limited, non-sublicensable, non-transferable right and license to internally access and use the Service described in each Order Form for the applicable term specified therein.

6.2 Projetly or our licensors own all rights, titles, and interests in and related to the Service and Site (e.g., the “look and feel” of the Service and Site, and any software and content used or displayed in connection therewith), including all associated intellectual property rights, as well as any improvements, related knowledge or processes, and derivative works thereto. The Service and Site feature content, functionality, and features, including but not limited to, proprietary software, inventions, copyrights, trademarks, trade dress, service marks, logos, slogans, and taglines, owned by Projetly or its licensors, and protected by U.S. and international copyright, trademark, patent, trade secret, and/or other intellectual property or proprietary rights laws. Except as specifically provided in these Terms, no part of the Service or Site may be copied, reproduced, displayed, transmitted, or used for any purpose without the prior written permission of Projetly or the respective third-party intellectual property owner.

6.3 You will not (and will ensure your Users do not) store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, resell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, or decipher (or attempt to discover any programming code or source code used in or with) the Service or Site, or otherwise distribute the Service or Site in any way other than as permitted in these Terms. You may not (and will ensure your Users do not) (a) sell, assign, sublicense, grant a security interest in, or otherwise attempt to transfer any rights in the Service or Site, create derivative works based on, or commercially exploit the Service or Site, in whole or in part, other than as expressly permitted in these Terms; or (b) store or transmit infringing or unlawful material, store or transmit malicious code or material, or interfere with or disrupt the integrity, security, or performance of, or information or content contained on, the Service or Site. You and your Users must use the Service and Site only in accordance with these Terms and applicable laws and regulations. Any use of the Service or Site for purposes not expressly permitted herein is strictly prohibited.

6.4 All trademarks, service marks, logos, slogans, and taglines (individually and collectively, “Mark” or “Marks”) are the property of Projetly or their respective owners. Except as specifically provided herein, no license or right to use any Mark is granted to you without the express written permission of Projetly or the respective third-party Mark owner.

6.5 Projetly owns and has the unrestricted right to use and incorporate into the Service, Site, or other Projetly offerings, any suggestions, enhancement requests, recommendations, or other feedback provided by you, including Users, related to the Service or Site.

6.6 Projetly may use and disclose de-identified and/or aggregated transaction or behavioral data derived from your use of the Service and Site (“Service Data”). Service Data does not identify, and cannot be linked specifically to, you or your Users. Projetly owns all Service Data and uses it to operate, improve, and analyze the Service and Site. Projetly may also use and disclose Service Data to promote and market the Service, Site, and other Projetly offerings, subject to applicable legal restrictions.

We reserve all rights not expressly granted in these Terms.

7. Your Content

All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, or other materials you upload, post, transmit, or otherwise make available via the Service, including but not limited to your Private Shared Space (your “Content”), are the sole property of the person or entity from which such Content originated or was licensed. Between you and Projetly, you own, control, and are responsible for all Content, including its accuracy, legality, and the means by which you acquire it. You are responsible for creating backup copies of your Content.

You give us your express, worldwide consent to host your Content on the Service and to perform all necessary actions to host your Content on the Service (such as making copies, reformatting, and distributing your Content). Specifically, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and display your Content solely for the purpose of providing the Service to you, including through your Private Shared Space. Projetly may disclose your Content to third-party service providers that we retain to help provide and operate the Service and Site. Projetly will remain responsible for the acts and omissions of such service providers.

Projetly will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of your Content.

8. Technical Services

8.1 By using the Service or Site, you may encounter content or other information or material that is offensive, indecent, or objectionable. Under no circumstances will we be liable for your Content or the content of any third party, including but not limited to any errors or omissions in your Content, or any loss or damage of any kind incurred as a result of your (or your Users’) use of your Content or any other content posted, transmitted, or otherwise made available via the Service or Site. You acknowledge that we do not pre-screen your Content, but we reserve the right (though not the obligation) to refuse, remove, or delete any Content. We also reserve the right to remove any of your Content that violates these Terms or is otherwise objectionable, at our sole discretion. You must evaluate and bear all risks associated with the use of any content posted, transmitted, or otherwise made available via the Service or Site. You acknowledge and agree that we may preserve and/or disclose your Content if required to do so by law or if we have a good faith belief that such preservation and/or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce these Terms; (c) respond to claims that your Content violates the rights of third parties; or (d) protect our rights, property, business, and/or personal safety, as well as those of our other customers and/or the public.

8.2 You will not (and will ensure your Users do not) upload, post, transmit, or otherwise make available any Content that:

  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including any address, email, phone number, or other contact information provided without the owner’s written consent), hateful, or racially, ethnically, or otherwise objectionable.
  • you do not have the right to transmit under any law or contractual or fiduciary relationships (such as inside information and proprietary and confidential information disclosed as part of employment relationships or under nondisclosure agreements).
  • infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party (e.g., music, movies, images, e-books, or games you do not own or have rights to).
  • is unsolicited commercial email or “spam.” This includes unethical marketing, advertising, or any other practice connected with “spam,” such as (a) sending mass email to recipients who haven’t requested it or with a fake return address; (b) promoting a Private Shared Space with inappropriate links, titles, or descriptions; or (c) promoting your Private Shared Space by posting multiple identical submissions in public forums.
  • contains software viruses, worms, Trojan horses, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of the Service or Site, computer software or hardware, or telecommunications equipment, or may impact any Projetly customer’s ability to access the Service or Site.
  • is intended to take advantage of any User, such as “get rich quick,” “get paid to surf,” pyramid/multi-level marketing, or other dubious schemes.
  • is adult in nature, including any nudity in a sexual context or any Content with adult themes or that reveals exposed genitalia.
  • harms minors in any way.
  • “Stalks,” “bullies,” or otherwise harasses another person.
  • impersonates any person or entity, including but not limited to a Projetly employee, forum leader, guide, or host, or falsely states or otherwise misrepresents your affiliation with a person or entity.
  • Forges headers or otherwise manipulates identifiers to disguise the origin of any Content transmitted through the Service.
  • Interferes with or disrupts the Service or Site, or servers or networks connected to the Service or Site, or disobeys any requirements, procedures, policies, or regulations of networks connected to the Service or Site.
  • Intentionally or unintentionally violates any applicable local, state, federal, or foreign laws or regulations, including, but not limited to, laws and regulations regarding the transmission of technical data exported from the United States or the country in which you reside. If you use the Service or Site outside the United States, you are solely responsible for compliance with all applicable laws, including, without limitation, rules regarding acceptable online conduct, data privacy, and export and import regulations of other countries.
  • Promotes or provides instructional information about illegal activities, promotes physical harm or injury against any group or individual, or promotes any act of Promotes or provides instructional information about illegal activities, promotes physical harm or injury against any group or individual, or promotes any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades, and other weapons or incendiary devices.

Further, you will not (and will ensure your Users do not):

  • Use the Service as a forwarding service to another website or to fraudulently manipulate Google or other SEO rankings or Facebook or other social networking or website “likes” and similar voting mechanisms.
  • Solicit a third party’s passwords or personal information for unlawful or phishing purposes.
  • Exceed the scope of the Service that you have subscribed to (e.g., by accessing and using tools that you do not have the right to use, or deleting, adding to, or otherwise changing other user comments or content on the Service).
  • Include more than three ad units per page or any advertising that significantly reduces the usability of the Service or Site.
  • Upload files for the sole purpose of having them hosted by us for use outside of a Private Shared Space
  • Create a Private Shared Space that provides a harmful User experience with custom programming. Examples include, but are not limited to, extreme flashing banners, excessive animated movement, or content that could provoke seizures in unsuspecting visitors
  • Use, under any circumstance, any open-source software subject to the GNU Affero General Public License v.3, or greater.
  • Abuse our customer support email, chat, or telephone services or agents, or
  • Take any other action while using the Service or Site that is detrimental to the Service, Site, Projetly’s reputation, business, or other customers, as determined solely by Projetly.

We further reserve the right to withhold, remove, and/or discard any Content available as part of your account, with or without notice, if deemed by us, in our sole discretion, to be contrary to these Terms. We retain the right to terminate or suspend, at any time, any account, Account Holder, and/or User who has violated any of the above prohibitions or these Terms.

9. Selling Through Projetly

Our Service may provide you with the opportunity to sell or purchase goods and services through Private Shared Spaces hosted by Projetly (such goods and services, “Commercial Products”). We are merely providing the platform for buyers and sellers to conduct transactions for these Commercial Products and are not responsible for the Commercial Products themselves or their use. To sell through Projetly, you must be 18 years or older or at least the age of majority in your country, and you must provide us with Registration Data, as outlined above. In the event of a dispute regarding account ownership, we reserve the right to request documentation to verify ownership. This documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, and/or the last four digits of the credit card on file with your account.

When a buyer purchases Commercial Products, payments will be processed through our third-party payment service provider. Buyers will receive a notice when entering their payment information, directing them to the third-party payment service provider’s terms of service and privacy policy. These payment services are governed solely by the payment service provider’s terms of service and privacy policy. We are not responsible for the actions of these third-party service providers. In addition to the other rules, obligations, and requirements described in these Terms, you must follow the rules listed below when offering, selling, or purchasing Commercial Products.

YOU WILL NOT offer or sell any Commercial Products that:

  • Are illegal or potentially illegal, including those that are counterfeited, stolen, or fraudulent. Commercial Products sold using the Service must comply with all applicable laws, including those sold to individuals outside the United States.
  • Infringe or have the potential to infringe the intellectual property, proprietary, or privacy rights of another, or that may be libelous, slanderous, or otherwise defamatory.
  • We determine, in our discretion, are inappropriate, offensive, pornographic, sexually explicit, or violent.
  • Are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices, or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitute “weapons” for purposes of these Terms.
  • Use images or names of any third party (including notable personalities or celebrities) without first obtaining that third party’s permission.

10. Service Levels; Support

Projetly’s service levels and support terms are described at https://projetly.ai. We reserve the right to limit or cease phone or chat support if you consume a disproportionate amount of such customer support or otherwise negatively affect our ability to provide support to other customers, as determined by us in our discretion.

11. Fees; Payment

11.1 Some features of the Service require payment of fees, as detailed on the Site (“Fees”). If you sign up for these features, you must pay all applicable Fees for the Order Form term as specified in an Order Form. Projetly may adjust the Fees for the Service periodically, but any price changes will not take effect until the start of your next renewal term.

11.2 All Fees must be paid in advance for the applicable Order Form term. All Order Forms are non-cancelable, and all Fees are non-refundable, unless otherwise agreed by the parties. Unless otherwise specified in an Order Form, all invoices are payable within thirty (30) days of receipt. Past due Fees are subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. All Fees are in USD and exclude any taxes, levies, duties, or similar governmental assessments of any kind, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). It is your responsibility to determine any applicable Taxes on your payments, and to assess, collect, report, and remit the correct Taxes to the appropriate authority. If you subscribe to a Fee-based Service, you consent to Projetly or our third-party service providers storing your payment card information and authorize us to charge you (a) any Fees for the subscribed Service and (b) any applicable Taxes related to your use of the Service, to the payment card you provide. You will reimburse us for all costs associated with collecting overdue amounts, including any interest. If the payment card you provide expires and you do not update your payment information or cancel your account, you authorize us to continue billing you, and you will remain responsible for any uncollected Fees.

12. Term; Termination

12.1 These Terms commence when you first use or access the Service or Site, or on the effective date of the first Order Form between you and Projetly, whichever is applicable, and continue until all subscriptions under these Terms have expired or been terminated.

12.2 Subscriptions to the Service begin either (a) when you first use or access the Service or Site, or (b) on the start date specified in the Order Form, and continue for the term specified therein. If you are using the Service or Site on a no-cost or trial basis, you may cancel your subscription at any time, subject to Section 12.3 below. If you are a paying customer, you may choose a one (1) month or twelve (12) month subscription term with Projetly. Following your initial subscription term, unless otherwise agreed by the parties, your subscription will automatically renew for an additional term of the same length as the preceding term, and your preferred payment method will be charged accordingly, unless either party provides written notice (email acceptable) of non-renewal at least thirty (30) days before the end of the current term.

12.3 Either party may terminate these Terms (or your subscription) if the other party fails to cure a material breach within twenty (20) days of receiving a written breach notice. Notwithstanding anything herein, if you are using the Service or Site on a no-cost or trial basis, you may terminate these Terms (or your subscription) at any time with thirty (30) days’ written notice to us.

12.4 Upon expiration or termination, you must immediately stop using the Service and Site, and you will lose access to your Private Shared Space(s). We may also downgrade your account from a higher version to a lower version, allowing you to access only the features or content available in the lower version.

12.5 In addition to any other rights or remedies Projetly has under these Terms, we may, at our reasonable discretion, deactivate your account and/or suspend the Service, with prior written notice where circumstances permit, if (a) Fees are overdue by thirty (30) days or more; (b) such suspension is necessary due to your breach of Sections 6, 8, or 9; (c) we reasonably determine that suspension is necessary to prevent material harm to us or our other customers (including ensuring the security of systems used to provide the Service or Site); or (d) required by law or at the request of governmental entities.

12.6 Any terms that by their nature extend beyond the expiration or termination of these Terms shall survive.

13. Third Party Materials and Applications; No Implied Endorsement

13.1 Projetly is not responsible or liable for any loss or damage incurred from your use of any third-party service, product, software, or website, including any content such as sponsor advertisements, text, documents, designs, images, clips, photographs, videos, artwork, graphics, audio, audio-visual files, messages, interactive and instant messaging, posts, functions, integrations, embedded files, documents, or other materials (collectively, “Third Party Materials”), whether or not you were directed to such Third Party Materials through the Service or Site. Projetly does not endorse, approve, or take responsibility for any Third Party Materials and makes no guarantees regarding their reliability, accuracy, nature, origin, quality, or use. You are solely responsible for ensuring that your use of any Third Party Materials, including those accessible through the Service or Site, complies with all relevant laws and the applicable terms of service, privacy policies, and other conditions. It is your responsibility to review, agree to, and comply with any such terms before using Third Party Materials, which you do at your own risk. If you do not agree to the third party’s terms, do not download or use the Third Party Materials. Your use of any Third Party Materials through the Service or Site does not transfer any rights, titles, or interests in those materials beyond what is specified in the third party provider’s terms. Projetly will not be liable for your use or alleged use of any Third Party Materials. For example, you are solely responsible for ensuring that your use of any “professional photos” or “free photos” made available through the Service complies with all relevant laws and terms.

13.2 If you install or enable third-party applications for use with the Service, you consent to Projetly disclosing your Content to such providers for the purpose of interoperation with the Service. We are not responsible for any disclosure, modification, deletion, loss, or unauthorized use of your Content resulting from access by third-party applications installed or enabled by you. Projetly is not responsible for the performance, operation, or continued availability of any third-party application. You are solely responsible for identifying and complying with the applicable third-party terms and conditions for any installed or enabled third-party applications.

13.3 Projetly uses third-party payment processors to securely process your payment information. The use of your personal information by these third-party processors is governed by their respective privacy policies, which may offer different privacy protections than the Projetly Privacy Policy.

14. Indemnity

14.1 By Us. We will defend and indemnify you and your officers, directors, employees, and agents against all third-party claims, and pay all agreed-upon settlements or finally awarded damages, losses, and expenses arising from allegations that the Service or Site (as provided to you for use in accordance with these Terms) infringes or misappropriates a third party’s intellectual property rights. However, our obligation does not extend to claims based on (a) use of the Service or Site in combination with any hardware, software, data, content, or other components not provided by us; (b) your Content; or (c) your or your Users’ use of the Service or Site other than as specified in these Terms.

14.2 By You. You will defend and indemnify us and our officers, directors, employees, and agents against all third-party claims, and pay all agreed-upon settlements or finally awarded damages, losses, and expenses arising from (a) allegations that your Content infringes or misappropriates a third party’s intellectual property rights; or (b) your violation of applicable laws or regulations.

14.3 Procedures. The party seeking indemnification will provide detailed written notice to the indemnifying party promptly after learning of the claim, provided that the indemnifying party will not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. The indemnifying party will have the right to assume sole control of the defense and settlement of the claim, provided that the prior written agreement of the indemnified party is required for any settlement that does not include a full release of the indemnified party or that requires any admission of wrongdoing by the indemnified party. The indemnified party (a) will provide reasonable assistance in the defense and settlement of the claim, at the indemnifying party’s reasonable expense; and (b) may engage its own counsel at its own expense.

15. Disclaimer of Warranties

15.1.THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

15.2.YOU ACKNOWLEDGE THAT PROJECTLY DOES NOT WARRANT THAT THE ACCESS TO THE SERVICE, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND PROJETLY’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT PAYMENT OBLIGATIONS OF YOU EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROJETLY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR, IF NO FEES HAVE BEEN PAID OR ARE PAYABLE, USD$1,000.00.

17. Agreement to Arbitrate; Class Waiver

We aim to address your concerns or issues before you file a claim against Projetly. Please contact us at [email protected], and we will attempt to resolve the dispute informally via email. If the dispute is not resolved within sixty(60) days of your submission, either party may initiate formal dispute resolution.

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION (E.G., CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATION WITH OTHER ARBITRATIONS). WE EACH ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHERMORE, NO CLAIMS OF MULTIPLE PERSONS CAN BE CONSOLIDATED IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

Any claim related to these Terms that is not resolved through our informal process will be exclusively resolved by binding individual arbitration with a single arbitrator (“Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules.

These Terms shall be governed by the laws of State of Delaware, USA without regard to conflict of law principles. Any disputes or differences arising under, relating to or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules for the time being in force. The arbitration shall be presided by a sole arbitrator appointed mutually by the Parties. The Parties agree that the courts situated in the State of Delaware shall have exclusive jurisdiction over any dispute that arises from these Terms.

18. Confidentiality

18.1 The parties may exchange Confidential Information in connection with these Terms. “Confidential Information” refers to all information disclosed by a party (“Discloser”) that should reasonably be understood by the other party (“Recipient”) to be confidential due to its markings, the circumstances of its disclosure, or the nature of the information itself. Confidential Information may be disclosed in writing, electronically, or by any other means. Confidential Information does not include information that (a) is or becomes publicly known or available through no act or omission of the Recipient; (b) was known by the Recipient, without restrictions, prior to receiving such information from the Discloser; (c) is rightfully acquired by the Recipient, without restrictions, from a third party who has the right to disclose it; or (d) is independently developed by the Recipient without using or referencing the Discloser’s Confidential Information. The Service is considered Projetly’s Confidential Information, and your Content is considered your Confidential Information.

18.1 The parties may exchange Confidential Information in connection with these Terms. “Confidential Information” refers to all information disclosed by a party (“Discloser”) that should reasonably be understood by the other party (“Recipient”) to be confidential due to its markings, the circumstances of its disclosure, or the nature of the information itself. Confidential Information may be disclosed in writing, electronically, or by any other means. Confidential Information does not include information that (a) is or becomes publicly known or available through no act or omission of the Recipient; (b) was known by the Recipient, without restrictions, prior to receiving such information from the Discloser; (c) is rightfully acquired by the Recipient, without restrictions, from a third party who has the right to disclose it; or (d) is independently developed by the Recipient without using or referencing the Discloser’s Confidential Information. The Service is considered Projetly’s Confidential Information, and your Content is considered your Confidential Information.

18.2 The Recipient will (a) take reasonable steps to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure, using measures similar to those it takes to protect its own similar information; (b) not disclose Confidential Information to any third party except with the Discloser’s written consent or as required by applicable laws, regulations, or legal process; and (c) not use the Discloser’s Confidential Information other than in connection with these Terms. The Recipient may disclose Confidential Information to its employees, representatives, and other agents (“Representatives”) who need to know the Confidential Information for the purposes of these Terms and who are bound by written agreements to protect the Confidential Information with restrictions at least as protective as those in these Terms. Confidential Information specifically includes these Terms and their existence. The parties’ obligations regarding Confidential Information will survive the expiration or termination of these Terms for two (2) years.

19. Modifications; General

We may provide notices to you via email or regular mail. The Service may also provide notices of changes to these Terms or other matters by displaying notices or links to notices on the Service. We may modify or update these Terms from time to time by posting the revised Terms on this website and updating the “Last Revised” date above. Changes will become effective upon posting. It is your responsibility to periodically review these Terms for any changes. Your continued use of the Service or Site after any modifications or updates constitutes your acceptance of the revised Terms. If you do not agree to the current or updated Terms, you must not use or access (and/or must immediately discontinue use of and access to) the Service or Site.

These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties, and neither party has the authority to bind the other in any respect. There are no third-party beneficiaries under these Terms. Each party acts as an independent contractor, and neither party is an agent, distributor, or representative of the other. Except for payment obligations, neither party will be liable for any failure to perform its obligations under these Terms if such failure results from any cause beyond that party’s reasonable control. No terms in a purchase order or other order documentation will be incorporated into these Terms; all such terms are null and void. These Terms and the associated rights and obligations may not be assigned without the prior written consent of the non-assigning party, which will not be unreasonably withheld. However, either party may assign these Terms and associated rights and obligations to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and benefit the parties, their successors, and permitted assigns. Any assignment in violation of this provision is void and without effect. These Terms and the relationship between you and Projetly will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. You and Projetly agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Delaware. The failure of Projetly to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. These Terms constitute the entire agreement between you and Projetly and govern your use of the Service and/or Site, superseding any prior agreements (including any previous versions of these Terms). You may also be subject to additional terms and conditions when you use affiliate or other services, Third Party Materials, content, applications, or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the remaining provisions will remain in full force and effect. You grant us permission to use your name and logo(s) solely for inclusion in our marketing materials. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

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