Acceptance of Terms
PLEASE NOTE THAT (1) THESE ACCOUNT TERMS OF SERVICE CONTAIN A DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO CLAIMS OR DISPUTES YOU MAY HAVE WITH ProjectManager. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
All software associated with the Service, including any website owned and operated by ProjectManager, is protected by copyright laws and international copyright treaties, as well as intellectual property laws and treaties.
By using the Service, you signify your irrevocable acceptance of this Agreement. If you do not agree with the terms of this Agreement, do not use the Service.
ProjectManager reserves the right to amend and update the Agreement as needed without notice or acceptance by you.
The Service includes, and is limited to, a software-as-a-service platform, websites, or mobile applications that allow you access to and use of a single ProjectManager Account. “ProjectManager” referred to herein means an online project management and collaboration tool that organizes projects into multiple working areas such as, but not limited to, Gantt charts, dashboards, task lists and calendars. The Service may contain data, information, text, videos, photographs, links, written comments, scripts, software, graphics, and interactive features provided, generated, or made accessible on or through the Service (collectively, “Content”).
Per these Terms of Service, “Content” also refers to and includes all User Content (as defined below).
Per the Agreement, ProjectManager grants to you a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to display locally and/or download) Content solely for the purpose of accessing and using the Service. You may not modify, reproduce, distribute, store or use any Content for any other purpose other than use of the Service, without prior written consent from ProjectManager. You also may not exploit, sell, rent, license or use the Content for any commercial use that violates any third party’s right.
A “ProjectManager Account” or “Account” referred to herein means a software-as-a-service platform, website or mobile application, provided by ProjectManager, where you may use ProjectManager to create, update, share, and publish information, data, text, messages or other materials (“User Content”).
Any improvements, enhancements, or augmentation of the current Service, including the release of new features, tools and resources, shall be subject to the Agreement, unless explicitly stated otherwise.
You agree to access the Service only through the interfaces provided by ProjectManager to do so, and not by any other means. As ProjectManager is a web-based Service, in order to access the Service, you must provide all equipment necessary, and pay any service fees associated with such access, to connect online to the World Wide Web, including a computer and modem or other access device.
You agree and understand that the Service may include communications from ProjectManager, such as, but not limited to, notifications, service messages, release announcements, as well as support and administrative messages, and that these communications are part of the Service and you will not be able to opt out of receiving them.
ProjectManager will provide the Service in accordance with this Agreement. At its sole direction, ProjectManager may modify the features of the Service, without prior notice.
You must have a valid Account in order to use the Service and provide ProjectManager with an electronic mail address and other information (“Account Data”). You are responsible for all activities that occur under your Account, including maintaining the confidentiality of your Account Data. Upon any unauthorized use or breach of security with your Account Data, you agree to notify ProjectManager immediately of any breach or unauthorized use.
In order to use the Service, you agree to provide accurate, up-to-date and complete, information about yourself when you sign up, and you further agree to keep all your Account Data updated throughout the life of your Account. No one under the age of 16 may use the Service (see the “Children Under 16” section below). You further represent and warrant that by using or registering an Account with the Service, you are at least 16 years of age. ProjectManager may deny use of the service to any person or entity, at its sole discretion. ProjectManager does not assume a duty to verify your information as further detailed in the Content on the Service section of this Agreement. If you provide any information that is false, inaccurate, incomplete, or outdated, or if ProjectManager has reasonable grounds to suspect that your information false, inaccurate, incomplete or outdated, ProjectManager has the right to suspend or terminate your Account and deny all current or future use of the Service (or any portion thereof).
You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.
ProjectManager is not liable for any loss or damage caused by your failure to comply with the Terms of Service.
Children Under 16
If you are a school, district or teacher located outside of the United States and directing access of the Service for your students, you agree to obtain consent or approval from the parent or guardian of any student in accordance with similar local laws where applicable, and you agree to comply with such laws as a condition of your and your students’ use of the Service.
Billing & Payment Terms
If you choose to subscribe to a paid version of the ProjectManager Service (Paid Subscription), you shall pay fees (described below) to ProjectManager. Upon sign up of a Paid Subscription or, in certain instances, upon sign up for a free 30-day Trial for a Paid Subscription, you will provide ProjectManager with the necessary billing information (“Billing Data”).
All currency references are in U.S. dollars. The Paid Subscription can be paid as either a Monthly Subscription Fee or a Yearly Subscription Fee.
You must provide and maintain accurate, complete and current Billing Data. You must promptly update all Billing Data to keep your Account accurate, complete and current (such as a change in billing address, credit card number or credit card expiration date) and you must promptly notify ProjectManager if your Payment Method is changed (for example new card issued when card on file expired) or if you become aware of a potential breach of security (such as credit card loss, theft or any unauthorized disclosure or use of your name or password.) If you fail to disclose any such information, you agree that ProjectManager may continue charging you for any use of the Paid Subscription under your Billing Data unless you have terminated your Paid Subscription as set forth herein.
ProjectManager reserves the right at any time, and at our sole discretion, to implement fraud-protection measures including and without limitation, temporarily charging a small amount to your credit card to test validity and confirm that you are an authorized card holder.
If you choose a Monthly Subscription Fee of the Paid Subscription, the credit card that you provide as part of the Billing Data will be automatically and immediately billed at the end of your free trial period. You agree that ProjectManager may charge to your credit card all amounts due and owing for your Account on that monthly basis or upon cancellation (see “Termination, Breach, Suspension and Cancellation” and “Refund”).
If you select the Yearly Subscription Fee, the credit card that you provide as part of the Billing Data will be automatically and immediately billed at the end of your free trial period unless you provide us with an alternative form of payment as agreed via signed Quote and Invoice. You agree that ProjectManager may charge to your credit card all amounts due and owing for your Account on that yearly basis unless you cancel the account (see the “Termination & Cancellation ” and “No Refund Policy” sections of these Terms of Service).
If your Account is active and in good standing, you will be charged the Subscription Fee even if you never use the service. You may cancel your Paid Subscription at any time.
ProjectManager reserves the right to quote additional fees for certain Services that may be arranged by mutual written agreement or paid for via Invoice. If ProjectManager has entered into a separate invoicing contract with you, you agree to pay all undisputed invoices within 30 days, unless different payment due terms are agreed in such a contract, and you agree that ProjectManager may charge interest of 1.5% monthly (or the highest rate permitted by law) for past due invoices.
In the event ProjectManager is unable to collect your Account fees owed to ProjectManager through your Subscription Fee, you agree that ProjectManager may take any other actions it deems necessary to collect such fees from you. You also agree that you will be responsible for all costs and expenses incurred by ProjectManager, such as court costs, collection fees and attorney fees, incurred in connection with such collection efforts.
ProjectManager may modify prices without prior notice at any time. We will make an effort to communicate such pricing changes with reasonable advance notice through electronic mail, the Service or via the ProjectManager website.
Termination & Cancellation
If your Subscription Fee payment is overdue, ProjectManager will disable your access to the features provided by the Paid Subscription. ProjectManager may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate your Account. In the event of suspension or termination, your account will be disabled and you may not be granted access to your Account or any files or other Content (including your User Content) contained in your Account, and ProjectManager may delete your User Content, although backup copies of information may remain in our system for some time for account recovery purposes.
ProjectManager enables features for Account and Paid Subscription cancellation within the ProjectManager platform during the 30 day free trial period. After 30 days, when your Paid Subscription has commenced, you must contact Support to cancel your account via telephone at 1-800-765-2495 or via electronic mail at [email protected] If you cancel your account through the Service via features provided for cancellation, your account access will be immediately disabled. However, if you choose to log back into your Account, you will be notified within the Service that further access will resume your Account Paid Subscription, and you agree and accept that Billing will recommence for your Paid Subscription immediately should you proceed further in the Service. If you cancel your account through contacting our Support team, we will endeavour to process your Account cancellation within 24 hours, however we are not responsible for Subscription Fees incurred by you as a result of late cancellation requests notices to our Support team. Once your Account is cancelled by the Support team, we will endeavour to notify you by electronic mail. If you choose to log back into your Account, you will be notified within the Service that further access will resume your Account Paid Subscription, and you agree and accept that Billing will recommence for your Paid Subscription immediately should you proceed further in the Service.
If you terminate your Account, via features provided for cancellation in the ProjectManager Service, or via telephone call or electronic mail to ProjectManager Support, and you request that ProjectManager delete your User Content and files contained in your Account, ProjectManager will make every reasonable effort to do so.
No Refund Policy
ProjectManager is a Paid Subscription-based Service and as such it has a no refunds policy. Your Account is subject to this policy and to the terms set forth herein. If your Account is active and in good standing, you will be charged the Subscription Fee even if you never use the service, and you will not be eligible for refunds, including for partially used subscriptions or downgraded subscriptions during a billing period. Cancellations during your subscription term do not entitle you to refunds, in whole or in part, including but not limited to applicable fees incurred by you upon billing such as conversion rate fluctuations, international bank transaction fees and overdraft fees.
ProjectManager.com does not accept any liability for any losses to your account features or content should you choose to downgrade your subscription.
ProjectManager and/or its suppliers, as applicable, retain ownership of all intellectual property and proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. You will not violate, obfuscate or remove any copyright or trademark notices or other proprietary notices on, within, or associated with the Service belonging to ProjectManager or its suppliers. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.
You acknowledge that the Service, and any portion thereof, may be subject to the export control laws of the United States. You will not violate of any applicable export law or regulations through export, re-export, divert, transfer or disclose any part of the Service or any related technical features, material or information, either directly or indirectly.
Without prejudice to and in addition to Your or ProjectManager’s rights under the following Dispute Resolution—Arbitration Agreement and Class Action Waiver, You agree and You acknowledge that any use of ProjectManager contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to ProjectManager, its affiliates, suppliers and any other party authorized by ProjectManager to resell, distribute, or promote the Service (“Resellers”), and under such circumstances ProjectManager, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Proper Use & User Content
ProjectManager does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content. You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that you, and not ProjectManager, are entirely responsible for all User Content that you upload, post, transmit or otherwise make available via your Account.
Under no circumstances will ProjectManager be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You understand that by using the Service, you may be exposed to User Content that is objectionable, offensive or indecent. You acknowledge that ProjectManager does not pre-screen User Content, but that ProjectManager and its designees shall have the right (but not an obligation) in their sole discretion to refuse, modify or move any Content that is available via the Service. Without limiting the foregoing, ProjectManager and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not reasonably rely on any Content created by ProjectManager or submitted to ProjectManager. You acknowledge and agree that ProjectManager may preserve User Content and may also disclose User Content if required to do so legally or in the good faith belief that such preservation or disclosure is reasonably necessary to:
- comply with legal processes;
- enforce the Agreement;
- respond to claims that any Content violates the rights of third-parties; or
- protect the rights, property, or personal safety of ProjectManager, its users and the public.
If ProjectManager discloses User Content to comply with legal process or respond to claims that any User Content violates the rights of third-parties, to the extent permitted by law, regulation or legal process, ProjectManager agrees to provide you with notice of any such legal or governmental demand and reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure.
Should User Content be found or reported to violate, but not limited to, the following terms, it will be in ProjectManager’s sole discretion as to what action should be taken. You agree that you will not:
- transmit, post, upload or otherwise make available any User Content that is unlawful, harmful, threatening, harassing, hateful (or racially or ethnically objectionable), abusive, defamatory, vulgar, obscene, libelous, tortuous, or invasive of another’s privacy (up to, but not excluding any personal information such as an address, email, phone number without the written consent of the owner of that information).
- cause harm or attempt to cause harm to minors;
- impersonate another person or entity, including, but not limited to, a ProjectManager official, Service admin, author or website contributor, or falsely state or otherwise misrepresent your affiliation with another person or entity;
- upload, post or otherwise transmit User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
- use the Service to upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, including but not limited to (a) sending mass email to recipients who haven’t requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting your site by posting multiple submissions in public forums that are identical;
- use the Service to upload, post or otherwise transmit software viruses or any computer code, files or programs designed to disrupt, delete or limit the functionality of any computer software or hardware or telecommunications equipment;
- attempt to disrupt with or “hack” the Service or servers or networks connected to the Service, or disregard requirements, policies, rules or regulations of any networks connected to the Service;
- violate any applicable local, state, national or international law, either intentionally or unintentionally, including, but not limited to, regulations put into effect by the U.S. Securities and Exchange Commission, or any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- violate acceptable use or exceed the scope of the Service that you have signed up for; for example, accessing and using the tools that you do not have a right to use, or sharing User logins, or manipulating other user’s comments or timesheets, or otherwise altering other’s User Content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, ProjectManager retains the right to terminate such account at any time without further warning.
- take actions that impose an unreasonable or disproportionately large load on our infrastructure; or
- modify, copy, reproduce, alter, or publicly display any information displayed on the Service (except for your User Content), or create derivative works from our website (other than from your User Content), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of ProjectManager or any other third party, except with the prior written consent of ProjectManager or the appropriate third party.
You further understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) modifications to conform and adapt to technical capabilities and requirements of connecting networks or devices.
Use & Storage Practices
You agree that ProjectManager is not responsible or liable for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Service.
You further acknowledge that we reserve the right to log off users who are inactive for an extended period of time and that we reserve the right to log off users for system updates at our sole discretion. We will endeavor to notify customers in the Service prior to any downtime events.
You acknowledge that ProjectManager may establish general practices and limits regarding Use and Storage within the Service and retains the right to create limits on use and storage at our sole discretion at any time with or without notice.
ProjectManager may, at its sole discretion from time to time, add new features to the Service that may be described as “Beta” features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Service and all provisions of these Terms relating to the Service will apply to these Beta Features as well.
Beta Features may include partially functional or non-functional features of the Service, and use of Beta Features also authorizes ProjectManager access to your usage data for product development research and analysis.
You acknowledge that access to Beta Features is optional, and if you elect to use a Beta Features, you agree to do so at your own risk.
Content on the Service
ProjectManager takes no responsibility for any third-party Content or User Content (including, without limitation, any viruses or other disabling features), nor does ProjectManager have any obligation to monitor such third-party Content. ProjectManager reserves the right at all times to remove or refuse to distribute any Content on the Service, such as Content which violates these Terms of Service. ProjectManager also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable laws, regulations, legal processes or governmental requests, (b) enforce these Terms of Service, including investigating potential violations, (c) detect, prevent, or mitigate fraud, security or technical concerns, (d) respond to your support requests, or (e) protect the rights, property or safety of ProjectManager, its users and the public.
ProjectManager is not responsible or liable for the exercise or non-exercise of its rights under this Agreement.
If ProjectManager discloses any such information to satisfy applicable laws, regulations, legal processes or governmental requests or to respond to your support requests, to the extent permitted by such laws, regulations or legal processes, ProjectManager agrees to provide you with reasonable notice of any such demand and cooperate if you seek a protective order or otherwise contest such required disclosure.
You acknowledge the global nature of the Internet, and as such, you agree to comply with all local regulations regarding online conduct and acceptable User Content. You further agree to comply with all applicable laws regarding the technical data transmissions exported from the United States or from the country in which you reside.
You agree not to sell, resell, copy, reproduce, duplicate, or otherwise exploit any portion of the Service, use of the Service, or access to the Service without express written permission of ProjectManager.
Your Representations and Warranties
You represent and warrant that (a) all of the information provided by you to ProjectManager to access and use the Service is correct and current; and (b) you have the authority, power and rights to enter into these Terms of Service and to acknowledge and agree to perform actions required of you herewith.
No Warranties or Representations by ProjectManager.com, Inc
You understand and agree that the Service is provided “as is” and that ProjectManager, its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, or bailment of your data on ProjectManager’s servers. ProjectManager, its affiliates, suppliers and Resellers make no warranty or representation regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user’s requirements.
Use of the Service is solely at your own risk. You will be solely responsible for any damages that might result related to your use of the Service. The entire risk arising out of use, security or performance of the Service remains with you. No oral or written information or advice given by ProjectManager or its authorized representatives shall create a warranty or in any way increase the scope of ProjectManager’s obligations.
You agree to indemnify, defend and hold harmless ProjectManager, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from your use of the Service, your use of your Account, your violation of these Terms of Service or the infringement or violation by you or any other User of your Account, of any intellectual property relating to the Service (including without limitation your User Content) or other right of any person or entity.
Modifications to Service
ProjectManager reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that ProjectManager shall not be liable to you or to any third party for any modification, suspension, termination or discontinuance of the Service.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and the ProjectManager Service is intended or created by these Terms of Service.
Limitation of Liability
In no event will ProjectManager or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if ProjectManager, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, ProjectManager’s, its affiliates’, suppliers’ and Resellers’ maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by you for the Service (if any) in the previous twelve (12) months.
Waiver and Severability
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect, except that, if the Class Action Waiver clause below is found to be illegal or unenforceable, then the entire Dispute Resolution—Arbitration Agreement And Class Action Waiver section will be unenforceable, and any Dispute as defined therein will be decided by a court.
This Agreement shall be governed by and construed under the laws of the State of Texas, USA, as applied to agreements entered into and to be performed in Texas by Texas residents. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in and serving the County of Travis, in the City of Austin, in the State of Texas USA, except that a motion or petition to compel enforcement of the Dispute Resolution—Arbitration Agreement and Class Action Waiver clause may be brought in any court or jurisdiction where You have brought a lawsuit against ProjectManager, even if that lawsuit improperly were brought in a jurisdiction that was not a federal or state court serving the County of Travis, in the City of Austin, in the State of Texas USA.
Dispute Resolution – Arbitration Agreement and Class Action Waiver
You may opt-out of this Arbitration Agreement and Class Action Waiver (“Arbitration Agreement”) by emailing us at [email protected] the following information: (1) your name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Your decision to opt-out of this arbitration provision will have no adverse effect on your relationship with us, but we must receive this opt-out request within 30 days from the date that you first consent to these Terms of Service. Any opt-out request received after this deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
UNLESS YOU OPT-OUT OF THESE ARBITRATION PROCEDURES AS SET FORTH ABOVE AND EXCEPT AS OTHERWISE DESCRIBED HEREIN:
YOU AND ProjectManager EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED BELOW, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, RATHER THAN IN COURT, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
You and ProjectManager agree to arbitrate – rather than litigate in court – any and all claims or Disputes that may arise between you and ProjectManager, as defined below. For the purpose of this Arbitration Agreement the term “ProjectManager” means ProjectManager and any of ProjectManager’s parent companies or organizations, subsidiaries, affiliates, and each of their managers, owners, officers, directors, employees, or agents. The term “Dispute” means any claim or dispute that may arise out of or in any way relates to your relationship with ProjectManager, including without limitation regarding these Terms of Service, your use of the Service, or the ProjectManager products or services that we, our affiliates, and/or our service providers (on our behalf) may provide to you in connection with your use of the Service and/or ProjectManager products or services, including, without limitation, any Dispute based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.; However, in no event shall this Arbitration Agreement prevent you, in your individual capacity, from filing or joining a complaint with any federal, state, or local government agency that is authorized by law to seek relief against ProjectManager on your behalf. The arbitration between you and ProjectManager will be binding, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof.
Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their Disputes and potential Disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such Dispute(s) decided in a lawsuit, in court, by a judge or jury trial. This Arbitration Agreement provides that all Disputes between you and ProjectManager shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, you might otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.
The arbitrator’s authority is governed by these Terms of Service. You and ProjectManager agree that an arbitrator must follow and be governed by this Arbitration Agreement and may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms of Service. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so and may issue injunctive or declaratory relief if that relief is required or authorized by the applicable law, but that injunctive or declaratory relief may not extend beyond you and your dealings with us, and may not include class or collective action relief. Discovery may be limited in arbitration, and procedures are more streamlined than in court.
Notwithstanding this Arbitration Agreement, you and ProjectManager may bring appropriate claims against each other regarding Disputes in small claims court, if the claims fall within the small claims court’s jurisdiction, or, on an individual and not class or collective action basis, before any other federal, state, or local government agency authorized by law to hear your claims.
Any dispute relating in any way to your visit to www.ProjectManager.com or to products or Service you purchase through www.ProjectManager.com shall be submitted to confidential arbitration in Austin, Texas, or in the federal judicial district in which you reside, except that, to the extent you have in any manner violated or threatened to violate ProjectManager’s intellectual property rights, ProjectManager may seek injunctive or other appropriate relief in any state or federal court in Austin, Texas, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration, collective action, consolidated proceedings, or otherwise.
Class Action Waiver
You and ProjectManager agree that all Disputes between you and ProjectManager will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or we bring a claim or Dispute in small claims court, the class action waiver will apply, and neither of the parties can bring a claim on a class or representative basis. Furthermore, neither you nor ProjectManager may participate in a class or representative action as a class member if the class action asserts claims or Disputes that would fall within the scope of this Arbitration Agreement if they were directly asserted by you or us. Notwithstanding the foregoing, this Arbitration Agreement shall not prohibit you or ProjectManager from participating solely in your individual capacity in any judgment or settlement in any litigation brought by a federal, state, or local government on behalf of you or us, excluding litigation brought by any relator or party in its capacity as a private attorney general. We both agree that this Class Action Waiver is an essential part of our Arbitration Agreement and that, if this Class Action Waiver is found to be unenforceable by any court or arbitrator, then the entire Arbitration Agreement set forth in this section will not apply to any claim or Dispute between you and us. This Class Action Waiver may not be severed from our Arbitration Agreement.
Informal Dispute Resolution
You and ProjectManager agree to try to resolve Disputes informally before resorting to arbitration. If the Dispute cannot be resolved by telephone, you agree to notify us of the Dispute by sending a written description of your claim to ProjectManager.com, Inc – 3420 Executive Center Dr., Suite 160, Austin, TX 78731 so that we can attempt to resolve it with you. If we do not satisfactorily resolve your Dispute within 30 calendar days of receiving notice of it, then you may pursue the Dispute in arbitration. Neither you nor we may initiate arbitration without first providing the other notice of the Dispute and following the informal Dispute resolution procedure provided in this paragraph.
If the Dispute is not resolved by the Informal Dispute Resolution procedure described above, then either you or ProjectManager may initiate arbitration proceedings. You and ProjectManager agree that this website and the sale of ProjectManager Service or products each affects interstate commerce and that the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”), and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a representative or class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement.
The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Dispute asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the Dispute asserted is for $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this Arbitration Agreement, this Arbitration Agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your Dispute and any claims for relief to ProjectManager.com, Inc – 3420 Executive Center Dr., Suite 160, Austin, TX 78731. You must also comply with the AAA’s rules regarding initiation of arbitration. We will pay all filing fees and costs for commencement of an arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of this Arbitration Agreement or applicable law. We will not seek to recover our fees and costs from you in the arbitration unless your claim has been determined to be frivolous. If you are successful in the arbitration, we will pay your reasonable attorney’s fees and costs. If you obtain an award from the arbitrator greater than our last written settlement offer, we will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in a mutually convenient location, which may include Austin, Texas or the federal judicial district within which you reside. If you seek less than $10,000, then you may choose to hold the arbitration in person, via phone, or to have it decided based on written submissions.
The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, except as limited by other provisions of these Terms, and will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA or applicable state law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.
General Agreement Provisions
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter.
ProjectManager may change the terms of this Agreement at any time by posting modified or amended terms on its website. However, the Terms of Service in effect at the time you contracted with ProjectManager shall control any Dispute between you and ProjectManager. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of ProjectManager upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on ProjectManager, and the exercise of any one remedy will not preclude the exercise of any other. Any captions or headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service. All notices or other correspondence to ProjectManager under this Agreement must be sent to the following electronic mail address for such purpose: [email protected]
Or the following physical address:
3420 Executive Center Drive
Austin, TX 78734
Updated June 21, 2019