These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications and other online products and services that link to these Terms (collectively, the “Services”) provided by Principles, LLC or PRIOS, LLC, formerly known as Management Principles, LLC, (collectively, “PRIOS,” “we” or “us”) located at One Glendinning Place, Westport, Connecticut 06880. By creating an account or otherwise accessing or using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15. If you do not agree to these Terms, do not access or use our Services.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict, unless the additional terms state otherwise.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms, please contact us at legal@principles.com. If you have questions about our Services, please contact us at support@principles.com.

1. Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

2. Eligibility

You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. You may not create more than one account on our Services, and you are prohibited from using our Services if you have previously been removed or suspended from them. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, and you may not share your log-in credentials with anyone.

4. User Content

Our Services may allow you and other users to create, post, use, share and store content, including situations you suggest, principles you create, comments, videos, messages, photos or other preferences you express or materials you share with us or other users when using our Services (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and PRIOS.

You grant PRIOS and our subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. Depending on your account settings and the options you select, when you post or otherwise share User Content on or through our Services, you understand that some or all of your User Content and any associated information (such as your username or profile photo) may be visible to others.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

5. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

You may also post or otherwise share only User Content that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

Enforcement of this Section 5 is solely at PRIOS’ discretion, and failure to enforce this Section 5 in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

6. Ownership; Limited License

The Services, including the text, graphics, algorithms, images, photographs, videos, illustrations and other content contained therein, are owned by PRIOS or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms or in additional terms between you and PRIOS, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and will violate our intellectual property rights.

7. Trademarks

“PRIOS,” “Principles” and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of PRIOS and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

8. Feedback

Separate and apart from User Content, you may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, reviews, ratings, original or creative materials or other information about PRIOS or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You understand that PRIOS may treat Feedback as nonconfidential.

In accordance with the Digital Millennium Copyright Act and other applicable law, PRIOS has adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Designated Agent: Copyright Agent

Address: One Glendinning Place Westport, Connecticut 06880

Telephone Number: (203) 226-3030

E-Mail Address: legal@principles.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to PRIOS for certain costs and damages.

10. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. PRIOS does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

11. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless PRIOS and our subsidiaries and affiliates, and each of our respective past, present and future officers, directors, agents, partners and employees (individually and collectively including PRIOS, the “PRIOS Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to your access to or use of the Services or your violation of these Terms. You agree to promptly notify the PRIOS Parties of any third-party Claims, cooperate with the PRIOS Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that, at their sole option, the PRIOS Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any PRIOS Parties.

13. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, PRIOS does not represent or warrant that our Services are accurate, complete, reliable, current or free of errors, bugs or defects. While PRIOS attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components.

The content and materials made available through the Services are provided solely for informational purposes and are not intended to provide specific financial, investment, tax, legal, accounting, medical or other advice and you should not rely upon the content and materials as such.

14. Limitation of Liability

To the fullest extent permitted by applicable law, the PRIOS Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, incidental or special damages or lost profits, even if some of the PRIOS Parties have been advised of the possibility of such damages.

The total liability of the PRIOS Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $50.00 USD or the amount paid by you to use our Services.

The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of the PRIOS Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15. Dispute Resolution; Binding Arbitration

Please read this Section 15 carefully because it requires you to arbitrate certain disputes and claims with PRIOS and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and PRIOS agree that any dispute arising out of or related to these Terms or our Services is personal to you and PRIOS and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or PRIOS seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or PRIOS seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and PRIOS waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against PRIOS or relating in any way to the Services, you agree to first contact PRIOS and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to PRIOS by email at legal@principles.com or by certified mail addressed to PRIOS, LLC, Attn: Legal Dept., One Glendinning Place, Westport, Connecticut 06880. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and PRIOS cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Fairfield County, Connecticut or may be conducted telephonically or via video conference for disputes alleging damages less than $5,000, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). For purposes of this Section 15, you will be deemed a “consumer” if you use the Services for your personal, family or household purposes. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and PRIOS agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual’s use of the Services.

The arbitrator, PRIOS, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein, including the resolution thereof. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and PRIOS agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and PRIOS will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, PRIOS will pay all JAMS fees and costs. You and PRIOS agree that the state or federal courts of the State of Connecticut and the United States sitting in Fairfield County, Connecticut have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and PRIOS will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by emailing us at legal@principles.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Connecticut, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Connecticut or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Connecticut and the United States, respectively, sitting in Fairfield County, Connecticut.

17. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

18. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

19. Miscellaneous

The failure of PRIOS to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.