Terms of Service.
Last Updated: February 1st, 2023
These Terms of Service govern your use of the website located at https://profilebehavior.com and on any related subdomain or with services provided by Profile LLC ("Profile").
By accessing https://profilebehavior.com, you ("THE CLIENT"), agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this website or using any other services provided by Profile.
We, Profile, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.
Article 1. Limited Warranty, Indemnity, and Limitation of Liability.
1.1 Limited Warranty and Disclaimer of Warranty.
Profile warrants that (i) any Services will be provided in a professional and workman-like manner and in accordance with applicable law; (ii) the Licensed Software will perform substantially in accordance with any documentation and specifications related thereto; and (iii) the Services will not infringe the intellectual property rights of any third party. Profile MAKES NO WARRANTY WITH RESPECT TO THE SERVICE OR ITS PERFORMANCE UNDER THIS AGREEMENT UNLESS EXPRESSLY OUTLINED IN THIS AGREEMENT. EXCEPT FOR THE EXPRESS WARRANTIES, PROFILE DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE OR PASSED ON WITH RESPECT TO ANY THIRD-PARTY SERVICES.
Each party (“indemnifying party”) shall defend, indemnify and hold harmless the other (“indemnified party”) and its members, officers, trustees, directors, employees, contractors, and agents (collectively, the “Indemnitees”) against and from any loss, debt, liability, damage, obligation, claim, demand, judgment, or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation, all reasonable costs and expenses incurred including all reasonable litigation costs and attorneys' fees (collectively, "Damages") arising out of, resulting from (i) the negligence or willful misconduct of the indemnifying party or its employees, agents and subcontractors (and their respective employees and agents); (ii) any violation of any law or any rule or regulation attributable to the indemnifying party or its employees, agents and subcontractors (and their respective employees and agents); or (iii) the indemnifying party’s alleged violation or infringement of the intellectual property right(s) of any third party in connection with this Agreement.
1.3 Limitation of Liability.
PROFILE’S ENTIRE LIABILITY TO THE CLIENT SHALL NOT EXCEED THE AMOUNT EQUAL TO THE FEES PAID BY THE CLIENT TO PROFILE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO SHALL PROFILE BE LIABLE TO THE CLIENT FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, THE LOSS OF PROFITS, REVENUES OR DATA OR INACCURATE DATA, EVEN IF ADVISED OF THE FORESEEABILITY OF SUCH DAMAGES.
Article 2. General
2.1 Force Majeure.
If either party's performance of this Agreement or any obligation (other than the obligation to make payments) hereunder is prevented, restricted, or interfered with by causes beyond its reasonable control or any action of any governmental authority, then the party that is unable to perform or meet its obligations due to such causes shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference. The party that is unable to perform or meet its obligations shall use commercially reasonable efforts under the circumstances to avoid and remove such causes of non-performance.
2.2 Written Amendment.
Any addition, deletion, or modification to this Agreement shall not be binding on either party except by written amendment executed by authorized representatives of both parties.
2.3 No Other Relationship.
The provision of Services and this Agreement shall not create a partnership, joint venture, or agency between the parties.
Neither party shall assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. THE CLIENT must be current on all payments required by this Agreement before Profile shall approve any assignment.
2.5 Choice of Law.
This Agreement is entered into in Indiana and shall be governed by and construed in accordance with the substantive law (and not the law of conflicts) of the State of Indiana.
No rule of construction requiring interpretation against the draftsman hereof shall apply in the performance of this Agreement.
2.7 No Third-Party Beneficiary.
This Agreement’s provisions benefit only the parties hereto, and no third party may seek to enforce or benefit from these provisions.
2.8 Costs and Attorneys' Fees.
If a proceeding is brought because of any alleged or actual dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and expenses in addition to any other relief.
If any term or provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, then (a) both parties shall be relieved of all obligations arising under such provision, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent, and (b) the remainder of this Agreement shall be valid and enforceable.
2.10 No Waiver.
The failure of either party to enforce any provision hereof shall not constitute the permanent waiver of such provision.
Descriptive headings contained in this Agreement are for convenience and shall have no effect upon the construction of the Agreement.
2.12 Survival of Terms.
No termination of this Agreement shall affect either party’s rights or obligations that, by their sense and context, are intended to survive termination of this Agreement, including without limitation, indemnification, and limitation of liability.
Article 3. Suspension and Termination.
3.1 Suspension and Termination.
Profile shall have the immediate right to suspend all Services hereunder and/or to terminate this Agreement in its sole discretion for any reason.
Article 4. Software.
4.1 Intellectual Property.
The intellectual property in the materials contained in this website are owned by or licensed to Profile and are protected by applicable copyright and trademark law. We grant our users permission to download one copy of the materials for personal, non-commercial transitory use.
This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or the Terms of Service, and may be terminated by Profile at any time.
4.2 Limitations of Use.
By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not:
- modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on this website;
- remove any copyright or other proprietary notations from any materials and software on this website;
- transfer the materials to another person or “mirror” the materials on any other server;
- knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service Profile LLC provides;
- use this website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
- use this website or its associated services in violation of any applicable laws or regulations;
- use this website in conjunction with sending unauthorized advertising or spam;
- harvest, collect, or gather user data without the user’s consent; or
- use this website or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.
Profile LLC has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Profile LLC of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.