Welcome to the PROS Community. The PROS Community is provided by PROS, Inc., its subsidiaries and affiliates (each “PROS”) to its customers, partners, and prospects (collectively, “Community Members”) and serves as a platform for Community Members to, among other things, discuss PROS product know-how, receive support from others and share thoughts on best practices.

By signing up for, engaging with, and using the PROS Community, you agree to these PROS Community Terms (the “Terms”) which will govern and apply to your use and activity in the PROS Community. PROS respects your privacy, and we want you to understand how we may collect information about you as part of the PROS Community. You can find details about how your information may be used, maintained and, in some cases shared, in PROS Privacy Notice. If you do not agree to be bound by the Terms, then you must not access or use the PROS Community.

We may make changes to these Terms at any time and therefore we recommend that you periodically review these Terms for changes. The Last Updated date above indicates when these Terms last changed.

If you use PROS Community on behalf of another person or entity, (i) all references to “you” throughout these Terms will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

1. Access and Use

When using or accessing PROS Community, you agree that you will (i) comply with all applicable laws, any contractual limitations in your agreement with PROS, and/or your company's policies which may be applicable to you when accessing and using the PROS Community, (ii) not violate any third party ownership or intellectual property right, and (iii) use the PROS Community for its intended purpose only. Where required under your company policies, you are solely responsible for obtaining consent from your employer for your participation in the PROS Community or the PROS Community Rewards Program.

By accessing the PROS Community, you also agree to follow the PROS Community Guidelines, located on the PROS Community page (“The PROS Community Guidelines”). The PROS Community Guidelines are incorporated herein by reference, PROS may edit, remove, or block any content and replies you make in the PROS Community at any time and in our sole discretion.

You represent and warrant to PROS that (i) your use of the PROS Community will not conflict with or cause you to violate or breach any of your existing agreements, (ii) you have sufficient rights to share the information that you post or disclose on the PROS Community, and (iii) that anything you share will not violate or infringe the rights of a third party, including, but not limited to intellectual property rights, and/or confidentiality or privacy rights. You may not create multiple accounts for registration or participation in the PROS Community.

2. Content.

y signing up for the PROS Community, you acknowledge and agree that PROS has the right to display, reproduce, disseminate, and use the content that you add or post in the PROS Community (“Content”). You grant PROS a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your Content and any name, username or likeness provided in connection with your Content in all media formats and channels without compensation to you or any third party. When you post or otherwise share Content on or through PROS Community, you understand that your Content and any associated information (such as your username or profile photo) may be visible to others. PROS has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Content. If you choose to make any of your information publicly available through PROS Community, you do so at your own risk.

PROS expressly disclaims any duty or obligation to undertake any monitoring or review of any Content.

3. Termination and Suspension

PROS may, in its sole discretion, terminate or suspend your access to the PROS Community if (i) you violate these Terms or the PROS Community Guidelines, or (ii) PROS determines that it is necessary to protect our interests, your interests, or the interests of our other Community Members. PROS may also terminate, modify, or suspend the PROS Community for any reason, at any time, and without any liability.

4. Intellectual Property Rights

The trademarks, logos, and service marks (collectively, “Trademarks”) displayed on PROS Community are trademarks of PROS and others. Nothing contained on PROS Community should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on PROS Community, without the written permission of PROS or the respective owner. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

PROS retains all rights in and to the PROS platform. Your access to and use of PROS Community does not provide you with any rights to the PROS platform.

These Terms do not cover third-party websites accessed via PROS Community, which are governed by the terms applicable to your relationship with that third party, and PROS accepts no responsibility or liability in respect of third-party websites.

5. Indemnification

You shall indemnify, defend, and hold harmless PROS from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, settlement amounts and damages arising from a claim, suit, action or proceeding brought against PROS based on (i) your access to or use of PROS Community or any Content, (ii) your violation, misappropriation or infringement of any rights of another (including intellectual property rights, confidentiality or privacy rights) or (iii) your breach of these Terms and/or the PROS Community Guidelines.

The indemnification obligations herein are conditioned upon: (i) notice by PROS of any claim for which indemnity is claimed promptly upon receiving notice of such claim; (ii) your complete control of the defense and settlement of the claim, provided that no settlement may be made without the consent of PROS, such consent not to be unreasonably withheld or delayed; and (iii) reasonable cooperation by PROS in the defense, as reasonably requested.

6. Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROS COMMUNITY, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED "AS IS", WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROS DOES NOT WARRANT THAT PROS COMMUNITY WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

IN NO EVENT SHALL PROS HAVE ANY LIABILITY ARISING OUR OF THESE TERMS, THE PROS COMMUNITY OR THE PROS COMMUNITY REWARDS PROGRAM UNDER ANY THEORY, INCLUDING CONTRACT AND TORT, FOR ANY (A) LOSS OF PROFITS OR REVENUES, (B) LOSS OF GOODWILL OR BUSINESS, (C) INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF PROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES .

THE MAXIMUM AGGREGATE LIABILITY OF PROS, TOGETHER WITH ITS AFFILIATES, ARISING OUR OF OR RELATED TO THESE TERMS, OR THE PROS COMMUNITY OR PROS COMMUNITY REWARDS PROGRAM (WHETHER IN CONTRACT, TORT OR OTHERWISE), WILL NOT EXCEED FIVE HUNDRED DOLLARS (US$500).

NOTHING HEREIN SHALL LIMIT PROS’ LIABILITY FOR LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

7. Governing Law

These Terms are exclusively governed and construed in accordance with the laws of Texas, without regard to conflict of law principles. The courts located in Harris County, Texas will have exclusive jurisdiction to adjudicate any dispute arising relating to these Terms, the PROS Community or the PROS Community Guidelines. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THESE TERMS.

8. Privacy

By signing up to the PROS Community, , you agree to the processing of your personal data by PROS as described in the Privacy Policy.

9. Miscellaneous

1. The Terms constitute the entire agreement between PROS and you regarding PROS Community and supersedes all prior or contemporaneous agreements, understandings, representations or proposals, whether written or oral, concerning the subject matter hereof. These Terms do not alter the terms of the applicable Master Agreement between your company and PROS that govern the use of the PROS Platform generally.
2. If any provision of these Terms is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed null and void, and the remaining provisions will remain in full force and effect.
3. No waiver, implied or expressed, by PROS in exercising any right or remedy of these Terms will be deemed or construed a waiver of such right or remedy.If you have any question about these Terms, please contact us at community@PROS.com.