1. Introduction
Welcome to www.proximitycouncil.com (the "Website"). The Website is owned and operated by The Proximity Council ("Proximity," "we," "us," or "our"). These Terms of Service also apply to our member portal, application forms, program enrollment pages, and any and all websites used by us to provide our advisory programs, events, and services.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE. By using the Website, you signify your agreement to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Website. In addition, when you use any of our current or future programs or services, you will also be subject to the guidelines, terms, conditions, and agreements applicable to those programs or services. If these Terms of Service are inconsistent with the guidelines, terms, and agreements applicable to those programs or services, these Terms of Service will control.
2. Privacy and Your Account
Please review our Privacy Policy, which also governs your visit to the Website, to understand our privacy practices.
Our services are intended for business owners, founders, and executives. The Website is not directed to individuals under the age of 18, and if you are under 18, you may use the Website only with the involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or program enrollments in our sole discretion.
3. Consideration
You agree that these Terms of Service are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Website and the data, materials, and information available at or through the Website.
4. Restrictions on Use; Limited License
All content contained on the Website (collectively, "Content"), such as text, graphics, logos, icons, images, audio and video clips, digital downloads, frameworks, playbooks, data compilations, and software, is our property or the property of our licensors or licensees, and the compilation of the Content on the Website is our exclusive property, protected by United States and international copyright laws, treaties, and conventions.
Any trademarks, service marks, graphics, logos, page headers, icons, scripts, and trade names (each, a "Mark") contained on the Website are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
We grant you a limited license to access and make personal use of the Website and our member resources. No Content of the Website may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted, or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that you may download one (1) copy of Content that we make available to you for such purposes on a single computer for your personal, noncommercial use only, provided that you: (a) keep intact all copyright, trademark, and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, services, or brands; and (d) do not download Content so as to avoid future downloads from the Website.
The license granted to you does not include, and specifically excludes, any rights to: resell or make any commercial use of the Website or any Content; collect and use any program listings, descriptions, or prices; make any derivative use of the Website or Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. You may not frame, or utilize framing techniques to enclose, any Mark, Content, or other proprietary information, or use any meta tags or any other "hidden text" utilizing any such intellectual property, without our express written consent. Any unauthorized use automatically terminates the license granted to you hereunder. You are granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page, provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive manner.
5. Use and Protection of Password and ID
We will assign a password and account ID to you so you can access and use certain areas of the Website, including the member portal. Each user who uses such assigned password and ID shall be deemed to be authorized by you to access and use the Website, and we shall have no obligation to investigate the authorization or source of any such access or use. YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND US, YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE WEBSITE BY ANYONE USING THE PASSWORD AND ID ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE OF THE WEBSITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES THROUGH THE WEBSITE) THAT MAY RESULT FROM SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and ID assigned to you. You shall immediately notify us of any unauthorized use of the assigned password or ID, or any other breach or threatened breach of the Website's security of which you are aware. You will be responsible for any activity conducted under your assigned password or ID.
6. System Requirements
Use of certain areas of the Website requires Internet access, a compatible web browser or device, and, for certain downloadable or streaming content, compatible software or devices. We may, at any time and from time to time, in our sole discretion, modify, revise, or otherwise change the system requirements for the Website and the format of any downloadable content, in whole or in part, without notice or liability to you.
Internet access or use of software or devices may result in fees in addition to any fees incurred on the Website. Your ability to use the Website may be affected by the performance of your software, device, or Internet connection. You acknowledge and agree that it is your sole responsibility to comply with the system requirements of your software and devices, as in effect from time to time, and to maintain, update, and upgrade them, including the payment of all related fees, without recourse to us.
7. Submissions and User-Generated Content
You may post reviews, comments, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as none of these materials are illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable, and do not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate anyone, or otherwise mislead as to the origin of any content. We reserve the right (but not the obligation) to remove or edit any such content, but we do not regularly review posted content.
Please do not send us any material that you do not intend to be subject to the User-Generated Content License described in this section. All content described in the immediately preceding paragraph and any and all other information, content, or materials that you post or send to us is hereinafter collectively referred to as "User-Generated Content." If you post or send any User-Generated Content to us, intentionally or unintentionally, we (and such others as we may designate from time to time) shall have the unrestricted rights to the use thereof for any and all purposes whatsoever, commercial or otherwise, without any further permission from, or any payment to, you or anyone else. We and our designees also shall have the right (but no obligation) to use the name that you submit, as well as any other name by which you are or may be known, in connection with User-Generated Content.
8. Program Enrollment, Payments, and Billing
Certain programs, memberships, and offerings available through the Website require enrollment and payment of applicable fees. By enrolling in a program or submitting payment, you agree to pay all fees as displayed at the time of enrollment, plus any applicable taxes. All fees are stated in U.S. dollars unless otherwise noted. We may change our fees at any time, but fee changes will not apply retroactively to enrollments already paid.
Payments are processed through our third-party payment provider. Refunds, cancellations, and renewals are governed by the terms specific to the program in which you enroll, and where those terms are silent, by our standard policy as published on the Website. We reserve the right to refuse or cancel any enrollment, and to revoke access to any program, at our sole discretion, including for violation of these Terms of Service.
9. No Professional Advice
The Content available on the Website, including articles, frameworks, playbooks, templates, and program materials, is provided for general informational and educational purposes only and does not constitute legal, financial, tax, accounting, investment, or other professional advice. You should consult a qualified professional before acting on any information contained on the Website. Your use of the Website and reliance on any Content is at your own risk.
10. Disclaimer of Warranties
THIS WEBSITE AND ALL CONTENT, PROGRAMS, AND SERVICES PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ITS CONTENT.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY CONTENT, PROGRAM, OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID US FOR THE RELEVANT PROGRAM OR SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
12. Indemnification
You agree to defend, indemnify, and hold harmless us and our officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Website; (b) your User-Generated Content; (c) your violation of these Terms of Service; or (d) your violation of any rights of another person or entity.
13. Third-Party Links and Services
The Website may contain links to third-party websites, products, or services. We provide these links solely as a convenience and do not endorse, warrant, or guarantee any third-party site, product, or service. We are not responsible for the content, accuracy, or practices of any third-party sites, and your use of them is at your own risk and subject to their terms and policies.
14. Copyright and Trademark Complaints
We respect the intellectual property rights of others. If you believe that any Content on the Website infringes your copyright, trademark, or other rights, please contact us at privacy@proximitycouncil.com with a description of the alleged infringement, the location of the material on the Website, and your contact information.
15. Governing Law and Dispute Resolution
These Terms of Service and your use of the Website are governed by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms of Service or the Website shall be resolved exclusively in the state or federal courts located in Texas, and you consent to the personal jurisdiction of such courts and waive any objection based on venue or inconvenient forum.
16. Modification of These Terms
We may revise these Terms of Service at any time by updating this page. Changes are effective immediately upon posting to the Website. Your continued use of the Website following the posting of changes constitutes your acceptance of the revised Terms of Service. We encourage you to review this page periodically.
17. Termination
We may, in our sole discretion and without notice, terminate your access to the Website or any program, and block or restrict your future access, for any reason, including without limitation your breach of these Terms of Service. Upon termination, the license granted to you in Section 4 shall immediately cease, and you must discontinue all use of the Website and our Content. Sections that by their nature should survive termination (including Sections 4, 9, 10, 11, 12, and 15) shall survive.
18. Contact Us
If you have any questions about these Terms of Service, contact us at: