TERMS & CONDITIONS

Effective on: April 25, 2023 – THESE TERMS & CONDITIONS (“TERMS”) GOVERN YOUR USE OF OUR SERVICE.

ACCEPTANCE OF TERMS

1. ProsperUs Detroit, an independent nonprofit organization based in Detroit, Michigan, (“ProsperUs”, “we”, or “our”) offers its Services (as detailed below) to you through its website located at www.ProsperUsDetroit.org (the “Site”), subject to these Terms.
2. By accepting the Terms, or by accessing or using the Services or Site, you confirm that you have read, understood, and agree to be bound by these Terms, and that the information you provide in registering for the Services is accurate, complete, and is yours or within your right to use. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you,” “your” or related capitalized terms herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
3. You acknowledge that these Terms constitute a contract between you and ProsperUs Detroit, even though it is electronic and not physically signed by you and ProsperUs Detroit. You further acknowledge that these Terms govern your use of the Services and, except for written agreements or addendums signed by the parties that specifically modify or conflict with these Terms, these Terms supersede any other agreements between you and ProsperUs Detroit, unless a written agreement signed by you and ProsperUs Detroit expressly states that these Terms are superseded by it.

AVAILABILITY OF THE SITE

You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended, or terminated. You further understand that there may be interruptions in service or events on third party sites that may affect your use of the Services (defined below) and that are beyond our control to prevent or correct. Interruptions in the Services or delays in delivering the Services that are beyond our control shall not serve as a basis for a refund or as a basis not to comply with your contractual obligations.

DESCRIPTION OF SERVICES

ProsperUs Detroit’s “Services” encompass all products and services provided through the Site, including but not limited to, workshops, training programs, entrepreneurial support, mentorship, and networking opportunities.

THIRD PARTY SERVICES—EXTERNAL SITES

The Services may include links to, or otherwise allow you to connect to and use certain third-party products, services, or software under separate terms and conditions (collectively, “Third Party Services”) in conjunction with our Services. If you choose to access and use such Third-Party Services, be aware that your use is governed solely by the terms and conditions of those Third-Party Services. ProsperUs Detroit does not endorse, is not responsible for, and makes no representations regarding such Third-Party Services, their content, or the manner in which they handle your data or provide their services. ProsperUs Detroit is not liable for any damage or loss caused or alleged to be caused by or in connection with your access, use, or purchase of any such Third-Party Services, or your reliance on the privacy practices or other policies of those Third-Party Services.

BILLING AND PAYMENTS

1. Fees and Charges. Unless otherwise agreed upon in writing by ProsperUs Detroit, the Services are available on a fee basis, based on the current rates posted on the Site or provided by ProsperUs Detroit.
2. Credit Card Authorization. By submitting your credit card information to ProsperUs Detroit, you authorize ProsperUs Detroit to store your payment card information directly or with a third-party service provider and charge the billing source you have provided for your account according to the Services purchased.
3. Billing Privacy. ProsperUs Detroit uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to store, retain, or use your billing information except for processing your credit card information for ProsperUs Detroit.
4. Unless otherwise stated, our charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against ProsperUs Detroit based on its income. We will invoice you for such taxes if we believe we have a legal obligation to do so.

INTELLECTUAL PROPERTY RIGHTS

1. ProsperUs Detroit retains and reserves all rights, title, and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Services under these Terms do not convey any additional rights in the Services or in any Intellectual Property Rights associated with them.
2. You own the information you provide ProsperUs Detroit or input on third-party websites through the Services. You grant ProsperUs Detroit a nonexclusive, revocable, worldwide, perpetual, unlimited, fully paid-up, and royalty-free right to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the aforementioned information solely for the purpose of providing you with the Services. By providing information to us or to third parties through the Services, you represent and warrant that you are entitled to and authorized to submit the information, and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.
3. ProsperUs Detroit shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback we receive from you. ProsperUs Detroit and its other product and service names, and logos used or displayed on the Services are registered or unregistered trademarks of ProsperUs Detroit (collectively, “Marks”), and you may not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent ProsperUs Detroit, its services, or products.
4. All rights, title, and interest in and to the Services and their components, including all related intellectual property rights, will remain with and belong exclusively to ProsperUs Detroit and its third-party vendors.

ACCOUNT REGISTRATION

To be eligible to use the Services provided by ProsperUs Detroit, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a ProsperUs Detroit account, (3) are not a competitor of ProsperUs Detroit or are not using the Services for reasons that are in competition with ProsperUs Detroit; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; and (5) will not violate any rights of ProsperUs Detroit, including intellectual property rights such as patent, copyright or trademark rights.

USE OF THE SERVICE

1. You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by these Terms; (b) modify, adapt or hack the Services to falsely imply any sponsorship or association with ProsperUs Detroit, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (c) use the Services in any unlawful manner, (d) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (f) use the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (g) attempt to use any method to gain unauthorized access to parts of the Site requiring an account or that have restricted access; (h) use automated scripts to collect information from or otherwise interact with the Site or the Services; (i) deep-link to the Site for any purpose (other than ProsperUs Detroit’s home page), unless expressly authorized in writing by ProsperUs Detroit; (j) try to use, or use the Services in violation of these Terms; or (k) use the Services for any purpose competitive with ProsperUs Detroit.
2. You are responsible for all information, data, text messages, or other materials that you post or is otherwise transmitted on or through the Site. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person, and that you will not share a single login among multiple people. You agree that you will not sell, trade, or otherwise transfer your login or account to another party. You agree that you are responsible for anything that happens through your account until you cancel and close your account or prove that your account security was compromised due to no fault of your own.

DATA PRIVACY AND SECURITY

1. ProsperUs Detroit shall maintain appropriate administrative, physical, and technical safeguards to protect, to the extent reasonably possible, the security, confidentiality, and integrity of your personal data.
2. You agree that ProsperUs Detroit can access your account information in order to respond to your service requests and/or as necessary, in our sole discretion, to provide you with the Services.
3. The Privacy Policy governs our treatment of any information, including personally identifiable information, you submit to us as provided for in the Privacy Policy. Please note that certain information, statements, data, and content which you may submit to or through the Services may reveal your gender, ethnic origin, nationality, age, and/or other personal information about you or others. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and you have the authority to disclose said information for the applicable third party. The Privacy Policy is incorporated into these Terms by reference.

DISCLAIMER OF WARRANTIES AND LIABILITY

1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND PROSPERUS DETROIT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. We do not monitor content published by third parties through the Site and we are not responsible for said content published through the Site. Notwithstanding the foregoing, ProsperUs Detroit reserves the right to delete, move, or edit messages or materials, including, but not limited to, advertisements, public postings, and messages, that we, in our sole discretion, deem necessary to be removed.

LIMITATION OF LIABILITY

1. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL WE OR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
2. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, PROSPERUS DETROIT’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SERVICES, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO PROSPERUS DETROIT FOR THE SERVICES RELATED TO THE CLAIM AT ISSUE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11.B. IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF PROSPERUS DETROIT WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
3. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, PROSPERUS DETROIT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless ProsperUs Detroit from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from your breach of these Terms or your obligations under these Terms, or your access to, use, misuse or illegal use of the Site or any Services provided by or through ProsperUs Detroit. ProsperUs Detroit will provide you with notice of any such claim, suit, or proceeding. ProsperUs Detroit reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist ProsperUs Detroit’s defense of such matter.

ASSIGNMENT

ProsperUs Detroit may assign these Terms or any of its rights under these Terms to a third party. You may not, without the express written consent of ProsperUs Detroit, assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of ProsperUs Detroit. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

ENTIRE AGREEMENT: AMENDED TERMS EXCEPT TO THE EXTENT THAT PROSPERUS DETROIT AND YOU HAVE ENTERED INTO AND EXECUTED ANOTHER FULLY INTEGRATED WRITTEN AGREEMENT THAT EXPRESSLY SUPERSEDES THIS AGREEMENT AND THAT IS SIGNED BY YOU AND PROSPERUS DETROIT:

1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms. The Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Terms supersede prior versions of these Terms.
2. Notwithstanding the foregoing, we may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes.

SEVERABILITY

If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms, or the application of such provision under other circumstances, shall remain in full force and effect.

RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners, or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

SURVIVAL

Sections 1 (Acceptance of Terms), 5 (Billing, Plan Modifications and Payments), 6.A-F. (Intellectual Property Rights) 10 (Disclaimer of Warranties and Liability), 11 (Limitation of Liability), 12 (Indemnification), 13 (Assignment), 14 (Entire Agreement; Amended Terms), 15 (Severability), 16 (Relationship; Independent Contractor), 17 (Survival), 18 (Governing Law), 19 (Arbitration of Disputes), and 20 (No Waiver) will survive any termination of these Terms.

GOVERNING LAW

The validity, interpretation and performance of these Terms shall be governed by the laws of the State of Michigan without giving effect to the conflicts of law’s provisions or principles thereof. You agree to the exclusive jurisdiction of the courts located within the State of Michigan to resolve any disputes between the parties and you agree that proper venue is in Wayne County, Michigan or in the Federal District Courts located in Detroit, Michigan.

ARBITRATION OF DISPUTES

If we cannot amicably resolve any legal dispute or damage claim that should arise from your interactions with the Site, the Services, and/or ProsperUs Detroit, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Wayne County, Michigan, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and ProsperUs Detroit. If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Michigan shall apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us or agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Wayne County, Michigan.

You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. YOU AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. We agree to the same limitations set forth in this section.

NON DISCRIMINATION

In accordance with federal law and U. S. Department of the Treasury policy, this institution is prohibited from discriminating based on race, color, national origin, sex, age, or disability. Submit a complaint of discrimination to U.S. Department of the Treasury, Office of Civil Rights and Equal Opportunity, 1500 Pennsylvania Avenue N.W., Washington, DC 20220, (202) 622-1160 (phone), (202 622-0367 (fax), or email crcomplaints@treasury,gov (email).

NO WAIVER

ProsperUs Detroit’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.