Effective Date: January 20th, 2023
1. Overview and Acceptance
This website contains certain resources, software, materials, and information (the “Services”) provided by the ProShop Entities. Your access and use of these Services are governed by this Terms of Service Agreement (this “Terms of Service”).
By accessing the website and using any of the Services, you warrant that you have read and agree to be bound by this Terms of Service in its entirety. If you do not agree to be bound by this Terms of Service, you may not access this website and use the Services.
2. Definitions and Interpretation
• The words user, you, and your, as used anywhere in this Terms of Service, refer to the individual or business owner (or its representative) accessing the website and using the Services.
• The words we, us, our, and the ProShop Entities refer to both Adion Systems Inc. and ProShop USA Inc., including all employees, owners, and parties associated with them. Both entities are under the same owner.
The Services are intended for use by individuals who are at least 18 years of age. By using the Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding agreement, such as this Terms of Service.
If you are using the Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization or entity to this Terms of Service.
We reserve the right to refuse you the Services, at our discretion, including, but not limited to, if we believe that your use violates applicable law or is harmful to our interests.
4. Software and Material Use
The website may allow you to use certain APIs and Software-as-a-Service (“Software”). These Software may come with their own agreements, including End-User License Agreements and Terms and Conditions (collectively, “License Agreement”). In the event that any Software on the website is not accompanied with a License Agreement, we grant you a limited, non-transferable, revocable license to access and use the Software for your personal use only. You may not attempt to modify, alter, or redistribute the Software in any way without our written approval.
Likewise, parts of the Services include access to download materials, guides, and documents (collectively, “Materials”). Where you are able to access any Material on the website, you agree that such a Material is provided solely for your personal use, and you may not attempt to modify, alter, or redistribute such a Material without our written approval.
5. Ownership of Intellectual Property
All the content available on the website, including but not limited to Software, Materials, text, graphics, website design, logos, icons, images, audio, and video clips (collectively, the "ProShop Content"), belongs to the ProShop Entities and respective licensors, and are protected by copyright, trademark, and patent right laws in the United States, Canada, and other parts of the world.
The ProShop Content may only be used to the extent permitted by us under this Terms of Service. Any other use, including the unauthorized reproduction, modification, distribution, transmission, republication, display, or performance, of the ProShop Content is strictly prohibited.
The ProShop Entities’ trademarks and trade dress may not be used in connection with any product or service that is not the ProShop Entities’ in any manner that is likely to cause confusion among customer, or in any manner that disparages or discredits the ProShop Entities.
All other trademarks not owned by the ProShop Entities that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the ProShop Entities.
6. Limited License
As a user of this website, the ProShop Entities hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the website and Services, including the ProShop Content for your own personal, non-commercial use.
This license is subject to the following restrictions:
• You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any ProShop Content without our express written consent.
• You may not use the ProShop Content for any illegal or unauthorized purpose, or in any way that could damage, disable, or impair the website or the Services.
• You may not use any automated means, such as robots, spiders, or scripts, to access or use the website or the Services.
• You may not attempt to gain unauthorized access to any computer systems or networks connected to the ProShop Content, the website, or the Services.
Additionally, you shall not use the ProShop Content:
• for any illegal, fraudulent, or unauthorized purposes.
• to distribute or transmit any viruses, malware, or other harmful software or code.
• to engage in any form of spamming, phishing, or other malicious activities.
• to engage in any form of hacking, cracking, or other unauthorized access to our servers or systems.
• to create or distribute any software or code that is designed to exploit any vulnerabilities in the Services or its underlying systems.
• to engage in any form of reverse engineering, decompilation, or other unauthorized access to any Software source code.
• to engage in any form of denial-of-service (DoS) attack or other malicious activity that may disrupt or disable the Services for other users.
• to engage in any form of data scraping, data mining, or other activities that may extract data or information from our systems.
• to engage in any other activities that are prohibited by law or that violate the rights of others.
Violation of any of these prohibited activities may result in the termination of this limited license, and we may take legal action. We reserve the right to modify, revoke, or terminate this license at any time for any reason without notice.
7. Account and Security
If any portion of the Services requires that you create an account (for example, to attend a webinar), you agree to submit accurate and complete information when signing up. And where you are required to choose a login credential, you agree that it shall be restricted to only you. You may not share your login credentials with any third party without our written approval. You are also responsible for the security and activities of your account. You agree to immediately contact us if you perceive any unauthorized access of your account.
8. Your Feedback
You may provide us with feedback, testimonials, or reviews (collectively, “Feedback
”) about any of the Services. You understand that we may use your Feedback on this website or through other channels for marketing and promotional purposes. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, display, perform, transmit, and distribute your Feedback in any media or medium, or any form, format, or forum now known or hereafter developed. We may use your Feedback, along with your name and any other information you provide, for any lawful purpose, including for promotional or marketing purposes.
If you do not wish for your Feedback to be used in this manner, please reach out to us at [email protected]
to have it taken down.
9. Your Information and Privacy
To use certain portions of the website or the Services, you may be required to provide personal information (for example, if you contact us to request a demo or request access to download a Material). Also, we may collect other information automatically when you navigate around the website or use the ProShop Content. By providing any personal information on this website, you agree that we may use your information to provide you with your request.
10. Disclaimer of Services
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES, INCLUDING THE MATERIALS, SOFTWARE, AND PROSHOP CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES FROM THE PROSHOP ENTITIES – WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT ANY SOFTWARE, MATERIAL, OR INFORMATION PROVIDED ON THE SERVICES IS RELIABLE, COMPLETE, ERROR-FREE, CREDIBLE, OR WILL BE WITHOUT BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL PROGRAMS. YOU ARE RESPONSIBLE FOR TAKING PROTECTIVE MEASURES TO GUARD AGAINST THESE HARMFUL ELEMENTS. YOU HEREBY ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROSHOP ENTITIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES THAT MAY ARISE AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING YOUR USE OF ANY SOFTWARE, DOWNLOAD OF MATERIALS, OR USE OF THE PROSHOP CONTENT.
WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, DATA, REVENUE, GOODWILL, INTEGRITY, OR OTHER INTANGIBLE DAMAGES HOWEVER CAUSED – WHETHER IN CONTRACT, TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE PROSHOP ENTITIES MAY HAVE BEEN ADVISED OF THE POSSIBLE OCCURRENCE OF SUCH DAMAGES.
NEVERTHELESS, YOU AGREE THAT OUR LIABILITY SHALL NOT EXCEED A SUM OF $100 IN THE EVENT WE ARE FOUND LIABLE FOR ANY CAUSE WHATSOEVER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF SOME OF THE LIMITATIONS ABOVE. IF YOU BELONG TO ANY OF THESE JURISDICTIONS, THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend, and hold harmless the ProShop Entities (including our agents, partners, employees, owners, licensors, and affiliates) from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from your use of the Services, your violation of this Terms of Service, or your breach of any applicable law.
The ProShop Entities reserves the right, at its expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the ProShop Entities in asserting any available defenses.
13. Termination and Survival
We reserve the right to block you from accessing the Services at any time, without notice, for any reason, including but not limited to, if you violate any portion of this Terms of Service. Upon blocking you from accessing the Services, this Terms of Service, including all licenses and rights granted to you shall immediately terminate.
The following provisions of this Terms of Service shall survive the termination of this Terms of Service: intellectual property rights, indemnification, disclaimer of warranties, limitation of liability, and any other provisions which by their nature should survive termination.
14. Third-Party Links
This website may contain links to third-party websites or services that are not owned or controlled by the ProShop Entities. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms of services and privacy policies of any third-party websites or services that you visit.
15. Export Control and Sanctions
The Services provided through this website, including the Software and Materials may be subject to export and import regulations in various countries. By using the Services, you agree to comply with all applicable export and import laws and regulations. You represent and warrant that you will not export or re-export our Software and Materials to any country, individual, or entity prohibited by applicable export and import laws and regulations without obtaining all necessary licenses and authorizations.
You also agree to comply with all applicable sanctions laws and regulations, including those of the United States, the European Union, and the United Nations. You represent and warrant that you will not use any Software or Materials for any illegal activities, including but not limited to activities related to weapons of mass destruction, terrorism, or human rights violations.
We reserve the right to terminate or suspend your use of the Services if you violate these export and sanctions provision. Any breach of this Terms of Service may also result in legal action and penalties under applicable laws and regulations.
You are responsible for verifying and complying with all applicable laws and regulations of the United States, Canada, and any other country from which you are using the Services.
16. Applicable Law
If you are using the Services from Canada, you agree that any disputes arising out of or related to this Terms of Service shall be governed and construed in accordance with the laws of British Columbia without regard to conflict of law and its provisions. You agree to the courts located in Vancouver, BC for any dispute resolution.
If you are using the Services from the United States or anywhere else, you agree that any disputes arising out of or related to this Terms of Service shall be governed and construed in accordance with the laws of the State of Washington without regard to conflict of law and its provisions. You agree to the courts located in the State of Washington for any dispute resolution.
17. General Terms
• This Terms of Service constitutes the entire agreement between you and the ProShop Entities regarding your access, download, and use of any Software, Materials, and the Services. This Terms of Service supersedes all previous understandings, covenants, and agreements that may have existed before it.
• If any provision of this Terms of Service is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• If the ProShop Entities fail or delay to enforce any provision under this Terms of Service at any time, it shall not be considered a waiver of our rights to enforce the provision later or on subsequent violation.
• The section titles in this Terms of Service are for convenience only and have no legal or contractual effect.
• You may not assign or transfer your rights or obligations under this Terms of Service.
We reserve the right to update and make changes to this Terms of Service at any time and will post the updated terms on the website. Your continued use of our services following any changes to this Terms of Service constitutes your acceptance of the new terms.
The ProShop Entities provides the Services, including all Software and Materials. Adion System Inc.
Office address: 1037 West Broadway, Suite 104
Vancouver BC, V6H1E3,
Canada. ProShop USA Inc.
Office address: 101 Prospect Street, Suite 205
Bellingham, WA 98225,
If you have any issues with this Terms of Service or you have any inquiries, questions, concerns, complaints, or feedback about the Services, you may Contact Us or use the contact information below.
360-515-7576, 1-800-900-4046[email protected]