Last updated: 12 June 2024
THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between PROHODOS LLC, a limited liability company organized under the laws of the state of Florida (“PROHODOS”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of PROHODOS’s website: https://www.prohodos.com (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and PROHODOS shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay PROHODOS for services rendered shall remain and continue to be an ongoing obligation owed by Client to PROHODOS.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of PROHODOS and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by PROHODOS and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without PROHODOS’s express prior written permission. PROHODOS reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding PROHODOS’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause PROHODOS to become the owner of a Project, in whole or in part, rather than Client, PROHODOS irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to PROHODOS as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. PROHODOS always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by PROHODOS and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), PROHODOS will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as PROHODOS has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. User Representations
By using the Website, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will not access the Website through automated or non-human means; Client will not use the Website for any illegal or unauthorized purpose; Client’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by PROHODOS on behalf of the Client. Further, Client agrees to refrain from the following: Make any unauthorized use of the Website; Retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable, or otherwise interfere with security-related features of the Website; Engage in unauthorized framing or linking to the Website; Trick, defraud, or mislead PROHODOS or other users; Interfere with, disrupt, or create an undue burden on the Website or PROHODOS’s networks or servers; Use the Website in an effort to compete with PROHODOS; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website, or any portion of the Website; Harass, annoy, intimidate, or threaten any of PROHODOS’s employees, independent contractors, or agents engaged in providing any portion of the Website's services; Delete the copyright or other rights notice from any content; Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Website; Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish, or otherwise harm, in our opinion, PROHODOS and/or the Website; Use the Website in a manner inconsistent with any applicable laws or regulations.
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information about the Website ("Submissions") provided by Client to PROHODOS are non-confidential and shall become the sole property of PROHODOS. PROHODOS shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
7. Management and Oversight
PROHODOS reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action against anyone who, in PROHODOS’s sole discretion, violates this agreement, including without limitation, reporting such user to law enforcement authorities; issuing a warning, temporary or permanent suspension or termination of your rights to use or access the Website.
8. Privacy Policy
By using the Website, you signify your agreement to the Privacy Policy. We advise you to read our Privacy Policy regarding our user data collection. It will help you better understand our practices.
9. Returns and Refunds