Terms of Use Agreement

1. Definitions
Welcome to the ProcessEfficiency.net website. The ProcessEfficiency.net website (“PE.net Site”) is comprised of various web pages owned and operated by PROCOR Technologies, Inc. (“PROCOR”). The PE.net Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (“Terms of Use”). The PE.net Site contains (“Content”) which includes but is not limited to best practices, equipment, services, success stories, data, text, web pages, documents, images, photographs, graphics, audio, video, white papers and product data sheets, forums, discussion groups, chat areas, blogs, wikis, e-mail functions, and other services which you can upload, download, share, email, post, publish, transmit or otherwise access at the PE.net Site. Your use of the PE.net Site or use of the Content provided on or through the PE.net Site constitutes your agreement to all such Terms of Use and our Privacy Policy. PROCOR may revise the Terms of Use and Privacy Policy at any time without any notice. The revised Terms of Use and Privacy Policy will be effective immediately upon posting on the PE.net Site.

2. Electronic Communications
Visiting the PE.net Site, sending emails to the PE.net Site, or transferring data to or from the PE.net Site constitutes electronic communications. You hereby consent to receive electronic communications and further you agree that all Terms of Use changes, agreements notices, disclosures or any other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

3. User Account, Security, Passwords and Means of Accessing the PE.net Site
You agree not to access or use the PE.net Site in any manner that could possibly damage, disable, impair, or interfere with any other party’s use of the PE.net Site, or overburden any PROCOR accounts, networks or computer systems. You agree not to attempt to gain unauthorized access to any area of the PE.net Site, any PROCOR accounts, any databases, any networks or any computer systems. You agree not to interfere or attempt to interfere with the proper working of the PE.net Site or any PROCOR accounts, any databases, any networks or any computer systems. You agree not to use any robot, spider, or any other automated means to access the PE.net Site or any PROCOR accounts, any databases, any networks, or any computer systems. You must complete the registration process by providing the PE.net Site with accurate information as required in the user registration form. You will be required to select a unique user name and password. Access to and use of password protected or secure areas of the PE.net Site are restricted to registered users only. You agree not to share your password(s), account information, or access to the PE.net Site with any other person. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. You agree to notify PROCOR immediately of any use of your password or account that you did not authorize or that is not authorized by these Terms of Use. You acknowledge that PROCOR is not responsible for third party access to your account that results from theft or misappropriation of your account. PROCOR may under its sole discretion, reserve the right to refuse service, cancel service, terminate accounts, edit Content, or remove Content.

4. Intellectual Property
All Content including but not limited to text, databases, graphics, logos images, as well as the compilation thereof, and any software used on the PE.net Site, is the property of PROCOR and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such Content and not make any changes thereto.
You will not use, copy, reproduce, modify, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, transmit, download, transmit, monetize, sell, market, or commercialize any Content in whole or in part found on the PE.net Site. The PE.net Site Content is not for resale. Your use of the PE.net Site does not entitle you to make any unauthorized use of any protected Content and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected Content solely for your personal use, and will make no other use of the Content without the express written permission of PROCOR. You agree that you do not acquire any ownership rights in any protected Content. We do not grant you any licenses, express or implied to the intellectual property of PROCOR or our licensors except as expressly authorized by these Terms of Use.

5. Shared Content
You agree that you will only upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the PE.net Site Content that you have the right and authority to Share and for which you have the right and authority to grant to PROCOR all of the licenses and rights set forth herein. By Sharing Content, you grant PROCOR a worldwide, perpetual, no-charge, royalty-free, irrevocable, non-exclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation of any kind, the right to incorporate or implement the Content into any PROCOR product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any product or service distributed or offered by PROCOR without compensation to you.
You covenant, represent, warrant and agree that (a) you have the right and authority to grant this license; (b) each Shared Content contribution that you submit is an original work of authorship and you can legally grant the rights set out in this Agreement; (c) PROCOR’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party copyrights, trademarks, patents, or other intellectual property rights; (d) all so-called moral rights in the Content have been waived to the full extent allowed by law; and (e) You agree to notify us immediately if you become aware of any circumstance which would make any of the foregoing representations inaccurate in any respect.
You agree that you will neither use the PE.net Site in a manner, nor Share any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights; (g) you do not have the right and authority to Share and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, ransomware, Trojan horses, or other components designed to limit or harm the functionality of a computer. PROCOR may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload Content intended or designed to cause harm. PROCOR does not want to receive confidential information from you through or in connection with the PE.net Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by PROCOR on a non-confidential and unrestricted basis and PROCOR shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in PROCOR’s Privacy Policy.
No compensation will be paid with respect to the use of your Shared Content, as provided herein. The PE.net Site is under no obligation to post or use any Shared Content you may provide and may remove any Shared Content at any time in PROCOR’s sole discretion.
You are not expected to provide support for your Shared Content, except to the extent You desire to provide support. You provide Shared Content on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

6. No Unlawful or Prohibited Use
As a condition of your use of the PE.net Site, you agree not to use the PE.net Site, or Content provided on or through the PE.net Site, for any purpose that is unlawful or prohibited by these Terms of Use.

7. Monitoring
PROCOR has no obligation to monitor the PE.net Site or review Content that is shared on or through the PE.net Site. PROCOR reserves the right to review the PE.net Site, review Content, monitor all use of and activity on the PE.net Site and to remove or otherwise choose not to make available on or through the PE.net Site any Content in PROCOR’s sole discretion. PROCOR may remove Content that is confidential or proprietary to a third party without that third party’s permission.
PROCOR reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or to edit refuse to post or to remove any information or materials, in whole or in part, in PROCOR’s sole discretion.

8. Expert Users
(“Expert”) refers to Users who answer a question, make a comment, rate Content or share knowledge including but not limited to best practices, equipment, services, calculators or success stories on the PE.net site. Use of the term “Expert” by PROCOR on the PE.net Site does not guarantee any particular level of expertise of these Experts.
Experts are not employees or agents of PROCOR. PROCOR does not refer or endorse or recommend Experts. PROCOR shall not be liable for any acts or omissions by Experts or Content made by Experts on the PE.net site, including but not limited to questions, answers, best practices, requests for information, responses, profiles, Expert signatures, qualifications, comments, profile information, and ratings in the PE.net site. You understand and acknowledge that PROCOR cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the Shared Content.
PROCOR cannot warrant or guarantee an Expert’s purported identity and cannot and does not represent, warrant, or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users including Experts. You acknowledge that PROCOR will not be liable for any loss or damages caused by your reliance on any information or Shared Content. PROCOR shall not be involved in or liable with any agreements of any kind or nature between a user and an Expert. PROCOR is not responsible for mediating disputes between PE.net site users and Experts. Experts agree to not falsely imply PROCOR’s endorsement, partnership, or otherwise mislead others as to your affiliation with PROCOR.

9. Termination / Access Restriction
Without notice, PROCOR may, in its sole discretion, at any time for any reason whatsoever discontinue providing or limit access to the PE.net Site, any areas of the PE.net Site or Content provided on or through the PE.net Site. You agree that PROCOR shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the PE.net Site or any Content, including Content that you may have Shared.

10. Third Party Web Sites, Products, Content and Services
The PE.net Site provides links to third party websites, products, Content, calculators, success stories and services of third parties, including users, advertisers and sponsors of the PE.net Site. Third party websites, products, Content and services are not under any control of PROCOR. Therefore, PROCOR is not responsible for third party Content provided on or through the PE.net Site, or for any changes, or updates to such third party sites. You bear all risks associated with the access to, and use of, such Web sites and third party products, Content and services. The PE.net Site is providing these links to you only as a convenience and the inclusion of any link does not imply endorsement by PROCOR of any kind or any nature whatsoever. You further acknowledge and agree that PROCOR shall not be responsible or liable in any way, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods, products, services, calculators or success stories available on or through any such third party web sites or resources. PROCOR is providing links to third party websites for you only as a convenience and the inclusion of any link does not imply endorsement by PROCOR of the linked site.
IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE SAFETY, ACCURACY, COMPLETENESS. AND USEFULNESS OF ANY BEST PRACTICE, OPINION, COMMENT, ANSWER, PRODUCT, SERVICE, CALCULATOR, SUCCESS STORY OR OTHER CONTENT AVAILABLE THROUGH THE PE.NET SITE, FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC BEST PRACTICE, OPINION, COMMENT, ANSWER, PRODUCT, SERVICE, CALCULATOR, SUCCESS STORY OR OTHER CONTENT.

11. Indemnification
You agree to indemnify, defend and hold harmless PROCOR, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, relating to or arising out of your use, or your inability to use the PE.net Site or services, or your user postings, or your violation of any terms of this Agreement, or your violation or infringement of any third party rights, including intellectual property rights, or your violation of any applicable laws. rules or regulations. PROCOR reserves the right. at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully and unconditionally cooperate with PROCOR in asserting any available defenses.

12. Liability Disclaimer
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE PE.NET SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE PE.NET SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROCOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PE.NET SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE PE.NET SITE. PROCOR MAKES NO WARRANTY THAT: (A) THE PE.NET SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE PE.NET SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PE.NET SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE PE.NET SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE PE.NET SITE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE PE.NET SITE IS USED AT YOUR OWN DISCRETION AND RISK. PROCOR SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE OF ANY KIND OR NATURE THAT RESULTS FROM THE USE OF CONTENT.
THE INFORMATION, BEST PRACTICES, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PE.NET SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. PROCOR RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE PE.NET SITE AND CONTENT PROVIDED ON OR THROUGH THE PE.NET SITE AT ANY TIME WITHOUT NOTICE.

13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCOR AND/OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, PUNITIVE, INCIDENTAL. SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PE.NET SITE, WITH THE DELAY OR INABILITY TO USE THE PE.NET SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY BEST PRACTICE, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PE.NET SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE PE.NET SITE, WHETHER BASED ON CONTRACT, TORT, OR NEGLIGENCE. STRICT LIABILITY OR OTHERWISE, EVEN IF PROCOR OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES 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 PE.NET SITE, OR WITH ANY OF THESE TERMS OF USE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PE.NET SITE.

14. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

15. Arbitration
All claims and disputes arising or relating to these Terms of Use, or any provisions hereof, whether in contract, tort or otherwise at law or in equity for damages or any other relief shall be resolved only final and binding arbitration pursuant to the Federal Arbitration Act conducted by a Single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in the State of Michigan. The arbitrator’s award shall be final. Judgment may be entered upon it any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms of Use, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims relating to these Terms of Use or any disputes arising as a result of these Terms of Use, whether directly or indirectly including, Tort claims that are a result of these Terms of Use. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and inforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms of Use.

16. Class Action Waiver
Any arbitration under these Terms of Use will take place on an individual basis. Class arbitrations and class representative collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both the User and PROCOR agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

17. Feedback
By providing us any (“Feedback”) such as best practices, ideas, lessons learned, comments, questions, or suggestions concerning the PE.net Site, you represent and warrant (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may already have something similar to the Feedback in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against PROCOR and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of these Terms of Use or use of the PE.net Site.

18. Privacy Policy
PROCOR is concerned about your privacy and consequently has developed a Privacy Policy to address privacy concerns. Your use of the PE.net Site is subject to our Privacy Policy. You understand that PROCOR collects, uses, processes, possesses, and otherwise stores your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing services subject to PROCOR’s Privacy Policy. Please read our Privacy Policy which governs the PE.net Site.

19. Persons Not of Age of Majority
Persons who are not of the age of majority are not eligible to use the PE.net Site. Furthermore, we request that no information in relation to such persons be sent to us.

20. International Users
The PE.net Site is owned and operated by PROCOR from our offices in the United States of America. PROCOR makes no representation that the PE.net site is available for access or use at other locations outside of the United States of America. If you access the Service from a location outside the United States of America, you are solely responsible for complete compliance with all regional, state, provincial, and local laws.

21. Applicable Laws
You hereby consent to that all matters relating to your access to and use of the PE.Net Site and Content provided on or through or uploaded to the PE.net Site shall have exclusive jurisdiction and venue of courts the State of Michigan. Use of the PE.net Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use.

22. Accessibility
We are committed to having the Content accessible to individuals with disabilities. If you are unable to access any portion of our website due to your disability, please provide a description of the issue and we will try to resolve it.

23. Export Restrictions/Legal Compliance
You may not access, download, copy, use or export the PE.net Site, or the Content provided on or through the PE.net Site, in violation of United States export laws or regulations, or in violation of any other applicable laws or regulations.

24. Assignment
You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms of Use, in whole or in part, to any third party without our prior written consent.

25. Prohibition on Screen Scraping
You are expressly prohibited from using, or attempting to use, any form of Screen Scraping on the PE.net Site. This includes, but is not limited to, the following activities:

• Using any automated system, including but not limited to robots, spiders, or offline readers, to access the Website in a manner that sends more request messages to our servers than a human can reasonably produce in the same period by using a conventional web browser.
• Engaging in any unauthorized collection of data or content from the Website, including but not limited to user information, pricing data, or any other information or content.
• Employing any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website.
• Using any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

26. Prohibition on Using PE.net Site Data for AI Training
You are expressly prohibited from using any data, content, or information from the PE.net Site for AI Training purposes. This includes, but is not limited to the following activities:

• Extracting, copying, or storing any data, content, or information from the Website for the purpose of training, developing, or improving any machine learning models, artificial intelligence algorithms, or similar technologies.
• Using automated systems, including but not limited to robots, spiders, or scrapers, to access, extract, or collect data from the Website for AI Training purposes.
• Utilizing any data, content, or information obtained from the Website to create or enhance any AI products or services.

27. Waiver and Severability
The failure of PROCOR to exercise or enforce any rights or provisions in these Terms of Use shall not constitute in any way a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified legal and enforceable. The balance of the Terms of Use shall not be affected.

28. Language
These Terms of Use will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in English.

29. Changes to Terms of Use
PROCOR reserves the right, in its sole discretion, to change or update the Terms of Use under which the PE.net Site is offered. It is your obligation to periodically check these Terms of Use for changes or updates. The date provided at the end of these Terms of Use is the latest revision date. Changes to these Terms of Use will become effective upon such changes or updates being posted to the PE.net Site. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions. If you do not agree to any change or update, you must discontinue the use of the PE.net Site.

30. Payments and Refunds
Accepted payment methods include credit card and invoice. All invoices shall be due Net 30 days. Because there is a 14 day free trial, there shall be no refunds.

31. Entire Agreement
Unless otherwise specified herein, this agreement constitutes the entire Agreement between the User and PROCOR with respect to the PE.net Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the User and PROCOR with respect to the PE.net Site. A printed version of this Agreement and any other notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in the English language.

32. Making an Intellectual Property Rights Infringement Claim
PROCOR respects the intellectual property rights of others and expect our users to do the same. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (DMCA). For more information on our DMCA policy and to submit a notice, please visit our DMCA Policy page.

33. Contact Information
PROCOR welcomes your questions or comments regarding the Terms of Use.
Email Address: legal (at) procortech (dot) com
Last Revised: June 11, 2024