Progeny Website Terms Of Service
Welcome to the Progeny Website located at Progeny.tech (the “Site”). This agreement applies as between you, as a User of the Site and Institute for Machine Learning GmbH (hereafter "Progeny"), the owner of the Site.
Agreement to Terms.
By using the Site, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, please cease using the Site immediately.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PROGENY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION FOR CONSUMERS” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Who May Use the Services?
While the Site is a general audience Website, use of the Site for business inquiries, or account registration is restricted to individuals (18 years or older) capable of forming a binding contract with Progeny and not barred from using the Services under applicable law.
Changes to Terms or Services.
We may make changes to the Site and update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications such as email, for material changes. If you continue to use the Site after we have posted updated Terms, you are agreeing to be bound by the updated Terms. Because the Site is constantly evolving, we may change, suspend or restrict the availability of all or any part of the Site at any time in our sole discretion, without notice to you.
Content Ownership, Responsibility and Removal.
For purposes of these Terms: “Content” means text, graphics, images, audio, video, works of authorship of any kind and information or other materials that are generated, published, posted, or otherwise made available through the Site.
Our Content Ownership.
Progeny and its licensors exclusively own all right, title and interest in and to the Site including all associated intellectual property rights. You acknowledge that the Site and its Content are protected by copyright, trademark, and other laws of the Republic of Austria. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site and its Content.
Rights in Content Granted by Progeny.
Subject to your compliance with these Terms, Progeny grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
General Prohibitions and Progeny’s Enforcement Rights.
You agree not to do any of the following:
- Use, display, mirror or frame the Site or any individual element within the Site, Progeny’s name, any Progeny trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Progeny’s express written consent;
- Access, tamper with, or use non-public areas of the Site, Progeny’s computer systems, or the technical delivery systems of Progeny’s providers;
- Attempt to probe, scan or test the vulnerability of any Progeny system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Progeny or any of Progeny’s providers or any other third party including another user) to protect the Site or its Content;
- Use any meta tags or other hidden text or metadata utilising a Progeny trademark, logo URL or product name without Progeny’s express written consent;
- Use the Site, its Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or use of the Site or its Content we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources.
The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
THE SITE & ITS CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of its Content.
You will indemnify and hold harmless Progeny and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of, or in any way connected with your access to, or use of the Site, or your violation of these Terms.
Limitation of Liability.
Intended Use of Progeny Website.
While we aim for access to the Site to be highly reliable and available, we do not guarantee that it will be reliable or available 100% of the time. The Site is subject to sporadic interruptions and failures for a variety of reasons beyond Progeny’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that Progeny is not responsible for any damages allegedly caused by the failure or delay of the Services.
NEITHER PROGENY NOR ANY OTHER PARTY INVOLVED IN CREATING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROGENY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the laws of the Republic of Austria, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 12 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Progeny are not required to arbitrate will be the courts located in Vienna, Austria, and you and Progeny each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or its Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Progeny agree that the interpretation and enforcement of these Terms are governed under Austrian law, and that you and Progeny are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions and Opt-out.
As limited exceptions to Section 12(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at [email protected] or by regular mail at Institute for Machine Learning GmbH, Praterstrasse 2, 1. OG, Space 16, 1020 Vienna in Austria within thirty (30) days following the date you first agree to these Terms.
Conducting Arbitration and Arbitration Rules.
The arbitration will be conducted by an arbitration tribunal assigned by the supervisory judiciary for Vienna, Austria, and for the arbitration law then in effect, except as modified by these Terms. A party who wishes to start arbitration must submit a written Demand for Arbitration to the regional court of the state of Vienna, Austria, and give notice to the other party as specified in the arbitration Rules.
If your claim is for EUR 10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing. If your claim exceeds EUR 10,000, the right to a hearing will be determined by the arbitration rules. Any arbitration hearings will take place at a court in Vienna, Austria, unless we both agree to a different location or in case of a video-conference hearing. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Payment of all filing, administration and arbitrator fees will be governed by the arbitration rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than EUR 10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver.
YOU AND PROGENY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration.
Notwithstanding the provisions of Section 3 “Changes to Terms, if Progeny changes any of the terms of this Section 14 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice including by email to [email protected] within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Progeny’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Progeny in accordance with the terms of this Section 12 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
With the exception of any of the provisions in Section 12(e) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
These Terms, together with any other document referenced or incorporated herein by reference, constitute the entire and exclusive understanding and agreement between Progeny and you regarding the Site and its Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Progeny and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Progeny’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Progeny may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Progeny under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights.
Progeny’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of Progeny. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Progeny at [email protected].
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at [email protected]. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.