Terms and Conditions

This website is operated by Proper Labs, Inc., a Delaware corporation (“Proper,” “we,” or “us”). These terms and conditions (“Terms and Conditions”) set forth the terms and conditions under which you are authorized to use our online interfaces and properties owned and controlled by Proper, including getproper.com (collectively, the “Site”) and purchase our products available to you through the Site and receive coaching services available through the Site (the “Services”).

To the extent rules or guidelines affecting your use of the Site are found on other pages of our Site, those rules and guidelines (including our Privacy Policy) are hereby incorporated by reference into these Terms and Conditions. By using our Site, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you should immediately cease all usage of our Site.

Description of Service

Our Site provides information about the Proper products, allows users to purchase Proper products and provides different ways to interact with Proper through newsletters, social media, and other outlets. Our Site may contain text, photographs, videos, audio clips, or other content (collectively the “Content”). To the extent new Content, services, or features are added to our Site in the future, their use is subject to these Terms and Conditions.

Merchandise and Purchases

Through the store section of the Site (“Store”), we offer merchandise for sale. We cannot guarantee the availability of a particular product at any particular time.We reserve our right to change the merchandise offerings on the Site, without notice, at any time. We also reserve the right to change contents, features and offerings, and adjust accessibility of the Site from time to time in our sole and absolute discretion. When you visit the Site or Store or send us emails, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site or Store. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

We contract with a third party to manage the transaction purchase process. Any information you provide in connection with such transactions, including credit card information, and other personal information, are managed through the third party we contract with, and will be subject to the third party’s terms and conditions, which are accessible during the checkout process.We do not retain or share any such information.

SMS Messaging Sign-Up

By signing up via website pop-up, order confirmation page, or through an email link or texting us at a designated sign-up number, and then by responding YES to a text message confirming your sign-up, you have consented to receive marketing messages from us. Standard message and data rates may apply. You may opt-out at any time by texting STOP in response to any of our messages. You may request help at any time by texting HELP in response to any of our messages or by emailing customer service at care@getproper.com.

Additional Policies and Agreements

Our Privacy Policy describes the information we collect when you and others use our Site, as well as how we use the information, and some of the steps we take to protect your privacy. Our Privacy Policy is part of these Terms and Conditions. By agreeing to these Terms and Conditions, you are also consenting to our use of your personal information in accordance with our Privacy Policy.

Your purchase of products on our Site may be subject to additional terms and conditions, including our policies on product returns or exchanges, which will be presented to you when you make a purchase.

Registration / Account Set Up

Certain features of our Site may require you to register by providing your personal information, such as your name, e-mail address, credit card number, and other information. You may also wish to register on our Site to receive information, subscribe to email lists, or enter a promotion or giveaway.

If you wish to register on our Site, you agree to provide accurate information about yourself as required by the applicable registration form. You also agree that you will only register one account on the site. We reserve the right to suspend or terminate your use of our Site if we discover that you have violated these Terms and Conditions. You are responsible for maintaining the confidentiality of your account details and you are responsible for all activities that occur on your account. You agree to notify us immediately of any known or suspected unauthorized use of your account. We cannot and will not be liable for any loss or damage arising from your failure to protect the confidentiality of your account data.

Modifications and Interruption to the Sites

We reserve the right to modify or discontinue all or any portion of our Site with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted, or secure access to our Site, or that operation of our Site will be uninterrupted or error free. You understand that usage of our Site may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

Third-Party Sites and Third-Party Content

Certain areas of the Site and our payment processing functions may be operated on behalf of Proper by third parties, and may be subject to the Terms and Conditions and/or Privacy Policies of those parties. Proper is not responsible for any aspect of these third-party service providers or websites. Please review any terms and conditions that may apply if and when you visit any areas operated by third parties.

Our Site may include links to other sites on the Internet that are owned and operated by third parties. You acknowledge that we are not responsible for the availability of, or any content located on or through, any third-party site. Your use of those third-party sites is subject to the Terms and Conditions and privacy policies of each site, which we encourage you to review.

Some of the Content, services, and features on our Site, including without limitation social media Content, may be provided by or obtained from third parties. We make no representations or warranties as to the accuracy or reliability of any Content or features on our Sites created or provided by third parties, or with regard to any product or service provided or offered by any third party on the Site. You acknowledge that any reliance on representations and warranties provided by any party other than Proper will be at your own risk. You expressly agree to hold Proper harmless for any claims of damage arising from any Content, product, or service provided by any third party.

Your Representations

As a condition of your right to use the Site, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from visiting the Site and accessing the Content under the laws of the United States or other country.

Disclaimer of Warranties; Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PROPER, ITS  RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY THE “PROPER PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO USE OR OPERATION OF THE SITE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF OUR SITE IS AT YOUR SOLE RISK. OUR SITES AND ALL CONTENT, PRODUCTS, PROGRAMS, AND SERVICES OFFERED THROUGH THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE PROPER PARTIES ARE NOT RESPONSIBLE FOR ERRONEOUS DELETION OR FAILURE TO STORE ANY OF YOUR PERSONAL SETTINGS OR COMMUNICATIONS, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF OUR SITE.

UNDER NO CIRCUMSTANCES, WILL ANY OF THE PROPER PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY, DAMAGE, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON OUR SITES OR ANY CONTENT, PRODUCT, OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH OUR SITES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE, OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER BASIS; EVEN IF ANY PROPER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE PROPER PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

CONTENT ON THIS SITE IS FOR REFERENCE PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE ADVICE GIVEN BY A PHYSICIAN OR HEALTH-CARE PROFESSIONAL OR PRACTITIONER. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THIS SITE. THE USE OF ANY INFORMATION PROVIDED ON THIS SITE IS SOLELY AT YOUR OWN RISK.

NOTHING STATED OR POSTED ON THIS SITE OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. INFORMATION AND STATEMENTS REGARDING OUR PRODUCTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR HEALTH CONDITION.

Indemnification

Without limiting the generality or effect of other provisions of these Terms and Conditions, as a condition of use, you agree to indemnify, hold harmless and defend Proper and its parents, subsidiaries, affiliates, licensors, licensees, suppliers, partners and providers and their officers, directors, affiliates, subcontractors, agents and employees (each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of (a) your use of the Service; (b) your failure to comply with any applicable laws and regulations; and/or (c) your breach of any obligations set forth the Terms and Conditions. You will not settle any such claim without the written consent of the applicable Indemnified Party.

User-Submitted Content and User Conduct

Any content, whether uploaded, posted, submitted, or otherwise made available on our Site, including without limitation social media posts displayed on our Site or referencing any of our social media sites, or any other content which does not originate with a Proper Party (“User Content”), is the sole responsibility of the person who made such User Content available. Under no circumstances will any Proper Party be liable in any way for any User Content made available through our Site or in connection with any of our social media accounts. We may not review all User Content on our Site, so we cannot and do not warrant and/or guarantee the truthfulness, integrity, suitability, or quality of any User Content.

You agree that you will not use our Site to transmit or make available any Content that:

  • violates any laws, contains any threats, is abusive, harassing, vulgar, indecent, defamatory, libelous, hateful, contains any disparaging statements or opinions, or is otherwise tortious or objectionable;
  • infringes any intellectual property rights or other rights of any party;
  • violates any person’s rights of privacy or publicity;
  • you know or have reason to know is false, misleading, or fraudulent;
  • you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • employs any techniques to disguise the origin of the Content submitted;
  • contains any unsolicited or unauthorized advertising or promotional materials;
  • incorporates within it any software viruses or any other computer code, files, or programs whose purpose or function is to interrupt, destroy, or otherwise impair the operability of any software or hardware or telecommunications equipment;
  • contains links to any websites containing content violating any of the foregoing requirements, or links to any websites for purposes of disrupting the operations of such website, harassing the owners of such website, or other objectionable or illegal purposes.

You further agree not to:

  • use our Site to engage in any conduct which might be harmful to any individual;
  • copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify, transcribe, store, translate, lease, transfer, distribute or create derivative works of the Service or the Content, in whole or in part;
  • use our site to impersonate or misrepresent your affiliation with any person or entity;
  • access data not intended for you or log into a server or account which you are not authorized to access;
  • remove, alter, or obscure any proprietary legend of Proper or its licensors upon the Service or our products;
  • engage in or transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation.

In addition, you are prohibited from interfering with, creating an excessive burden on or otherwise disrupting our Site, servers, or networks connected to them. We reserve the right (but have no obligation) in our sole discretion to edit, refuse, move, or remove any User Content that is posted on our Site or prohibit your access to our Site in the event of a violation of these Terms and Conditions.

User Content

If any User Content is your original work, then you own the copyright in that work. We do not claim any copyrights in original works created and/or posted by individual visitors to our Site. However, by uploading, posting, transmitting, or otherwise making any User Content available on or through a Site or social media, you are granting Proper, and our related entities, an irrevocable, nonexclusive, royalty-free license to copy, modify, publish, distribute publicly, and prepare derivative works of such User Content in any medium or format without any obligation of notice, attribution, or compensation to you.

Blind Data

We have the right to utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile, synthesize and analyze any non-personally identifiable data or information (including, without limitation, User Content) resulting from your access and use of the Service (“Blind Data”). To the extent that any Blind Data is collected by Proper, that Blind Data will be solely owned by Proper and may be used by Proper for any lawful business purpose without a duty of accounting to you, provided that the Blind Data is used only in an aggregated, fully de-identified form, without specifically identifying the source of the Blind Data. We agree to comply with the applicable U.S. laws and regulations respecting the dissemination and use of such Blind Data.

User Feedback

All communications, feedback, questions, comments, suggestions, proposed features or products, and the like (collectively “Feedback”) will be considered non-confidential and non-proprietary with regard to you, but we reserve the right to treat any such Feedback as the confidential information of Proper. By submitting Feedback, you assign to Proper, free of charge, a perpetual, irrevocable, worldwide license to create derivative works, distribute, reproduce, perform, display, and otherwise use, any intellectual property rights or proprietary information and ideas contained within any such Feedback, including without limitation the right to sublicense or assign any of the foregoing. We will be entitled to use any Feedback you submit to us, and any ideas, concepts, know-how, or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing and marketing products and services using such Feedback without restriction and without notifying or compensating you in any way. Please do not send us any information or materials for which you do not wish to grant us such rights, including, without limitation, any confidential information or any original creative materials such as product ideas, written materials, photographs, original artwork, or computer code. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, their truthfulness and accuracy.

Copyright and Trademark Information

All Content, copyrights, and other intellectual property rights in the Content available on our Site, including without limitation Site design, text, graphics, interfaces, function and “look and feel”, data, files, documents, software, scripts, layout, design and the selection and arrangements thereof, are owned by Proper, with all rights reserved, or in some cases may be licensed to Proper by third parties.

Content is protected by the intellectual property rights of Proper or those owners. All Content which qualifies for protection under Federal Copyright Law under the laws of the United States is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on the Site are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the web sites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Proper.

Occasionally there may be typographical errors, inaccuracies or omissions in the Content.  Proper reserves the right to correct any accuracies, eros or omissions in the Content; however, Proper undertakes no obligation to update, amend or clarify Content, except as required by law.  No specified update or freshness date applied to the Service should be taken to indicate all Content has been modified or updated.

Notification of Claimed Copyright Infringement

In the event that you find Content posted on our Site which you believe is an infringement of the copyright ownership or other intellectual property rights of you or any third party, please immediately contact us as described below. To report any alleged infringement, you may contact us by email by providing a signed statement containing the following information:

  • Physical or electronic signature of a person authorized to act on behalf of the owners of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send your notice of alleged infringement via email to the contact information set forth below.

In accordance with the Digital Millennium Copyright Act (“DMCA”), it is the policy of Proper to terminate use of our Site by repeat infringers in appropriate circumstances.

Governing Law; Arbitration

These Terms and Conditions and all claims related to them, their execution or the performance of the Parties under them, shall be construed and governed in all respects according to the internal laws of the State of New York without regard to the conflict of law provisions thereof. You hereby waive any right to bring any claim against Proper in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. You waive any right you may have to start or participate in, and agree to opt out of, any class action against Proper arising from or relating to the Services or these Terms and Conditions. Any controversy or claim arising out of or relating to an alleged breach of these Terms and Conditions or the operation of this Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, NY and the language of such arbitration shall be English. We may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect Proper’s rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power or right to alter, change, amend, modify, add or subtract from any provision of these Terms and Conditions. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties and judgment may be entered thereon in any court of competent jurisdiction.

Compliance with Laws

You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Site in any way that violates applicable state, federal, or international laws, regulations, or other government requirements.

Changes to These Terms

We reserve the right, at any time, to modify, alter, or update these Terms and Conditions without prior notice. You are encouraged to check this page regularly for changes to the Terms and Conditions. Modifications will become effective immediately upon being posted to our Site, without further notice to you. Your continued use of our Site after such modifications are posted constitutes an acknowledgement and acceptance of such modifications, and you may not amend these Terms and Conditions.

Other Terms

If any provision of these Terms and Conditions is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of Proper. You agree that these Terms and Conditions and any other agreements referenced herein may be assigned by Proper, in our sole discretion, to a third party in the event of a merger or acquisition or otherwise. You agree that these Terms and Conditions and any other agreements referenced herein may not be assigned by you. These Terms and Conditions shall apply in addition to, and shall not be superseded by, any other written agreement between us.You agree and understand that these Terms and Conditions together with any other applicable click-through agreements you may have entered into regarding sharing social media content to the Site or associated social media accounts, constitutes the entire agreement between you and Proper regarding your use of the Site, and that any other prior agreements between you and Proper are superseded by these Terms and Conditions. Any failure by Proper to exercise its rights under these Terms and Conditions or to enforce the terms hereof will not constitute a waiver of those rights. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or relating to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contact Us

If you have any questions about these Terms and Conditions, please feel free to contact us by email at care@getproper.com.

Effective Date of these Terms and Conditions: July 6, 2020