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 PRIOS, LLC ("PRIOS ," "we" or "us"), located at One Glendinning Place, Westport, Connecticut 06990. By accepting these Terms when you create an account or otherwise accessing or using our Services, you agree to these Terms, including the mandatory arbitration provision in Section 16 which requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes. If you do not agree to these Terms, do not access or use our Services.
These terms do not alter the terms or conditions of any other agreement you may have with us. Some of our Services may be offered in connection with an enterprise account ("Enterprise Services"), subject to additional or different terms.
If you reside outside the United States, additional terms and conditions may be applicable to you that either supplement or replace certain provisions in this Agreement. Please visit our International Addendum to see whether these additional terms and conditions apply to you.
1. Changes to Terms
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 email@example.com. If you have questions about our Services, please contact us at firstname.lastname@example.org.
You must be at least 16 years of age to use our Services. If you are between 16 and 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 has reviewed and agreed to these Terms. Any parent or legal guardian of a user under the age of 18 (or the age of legal majority) that has reviewed these Terms as required by the previous sentence, hereby agrees 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, both you and the other person or entity agree to be jointly and severally responsible and liable for any such violation.
4. User Accounts
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.
Some of our Services allow for closed group experiences that are managed by a group administrator ("Group Administrator") for all members of the group (each, a "Group Member"). You are a Group Administrator if you initiate the creation of a closed group experience and invite users to join the group as a Group Member. Group Administrators have control over certain aspects of the closed group experience, such as the ability to name the group, make it private from being searchable through the Services or restrict certain functionality of the Services to Group Members. These Terms apply to all Group Members and Group Administrators. If you use the Services in a commercial context and create a group with employees or colleagues, you are responsible for providing such employees and colleagues with all necessary notices and obtaining requisite consents with respect to privacy.
5. 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, dots, ratings or comments you provide, your test and assessment responses, comments, videos, messages, photos, preferences you express or other 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 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 (including, for avoidance of doubt, any name, username or likeness provided in connection with your User Content or associated with your account) 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 (including your name, username, profile photo and other account information) 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: (y) you have all necessary rights in the User Content to make it available through the Services and grant the license rights in these Terms, and (z) and our use of User 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 remove User Content at any time and for any reason with or without notice.
6. 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. User Content may not:
(a) be unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
(b) constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
(c) contain or depict any statement, remark or claim that does not reflect your actual view or experience;
(d) impersonate, or misrepresent your affiliation with, any person or entity;
(e) contain any unsolicited promotion, political campaigning, advertising or solicitation;
(f) contain any private or personal information of a third party without such third party's consent;
(g) contain any virus, corrupted data or other harmful, disruptive or destructive file or content; or
(h) in our sole judgment, be objectionable, restrict or inhibit any other person from using or enjoying our Services, or expose us or others to any harm or liability of any type.
7. Access and Use; Ownership
You may access and use the Services as permitted by, and subject to, these Terms and any other applicable agreements between you and PRIOS. We reserve all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Except for rights regarding software granted under applicable law, you will not (a) permit any third party to access the Services except as permitted herein, (b) create derivative works based on the Services, (c) copy, frame or mirror any part or content of the Services, other than copying or framing in your own intranet or otherwise for your own internal business purposes, (d) reverse engineer the Services, (e) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services, or (f) access the Services in order to (i) build a competitive product or service, or (ii) copy any feature, function or graphic of the Services.
"PRIOS" 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.
From time to time, you or third parties operating on your behalf may make suggestions, provide recommendations or other feedback or submit requests for enhancements or updates to our Services ("Feedback"). You are under no obligations to provide Feedback but if you do, you acknowledge and agree that we may use or incorporate such Feedback into the Services without any obligations to you or any other party, and you hereby grant us a royalty free, worldwide, irrevocable, perpetual license to do so.
10.Repeat Infringer Policy; Copyright Complaints
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: email@example.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification under the Digital Millennium Copyright Act. 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.
11. Third-Party Products, Services or Materials
We do not warrant or endorse, and will have no responsibility with respect to: (a) products or services that you have been offered or that you obtain from a third party that relate to the Services, even if accessed through a hyperlink or other method using the Services, (b) any third party data, information, content or other materials posted or otherwise made available through the Services, including any third party advertisements, or (c) any data or other information you may provide to any third party. You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services and other products and services necessary to access and use the Services.
12. 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.
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 as well as any other remedies available to PRIOS under these Terms or other contract, or at law.
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. you AGREE THAT PRIOS IS NOT RESPONSIBLE FOR, AND YOU ACCEPT EXCLUSIVE LIABILITY FOR, ANY AND ALL DECISIONS MADE OR ACTIONS TAKEN BASED ON THE INFORMATION CONTAINED IN THE CONTENT AND MATERIALS PROVIDED BY PRIOS HEREUNDER.
15. Disclaimer or Certain Damages; 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 15 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.
16. Dispute Resolution; Binding Arbitration
Please read this Section 16 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 firstname.lastname@example.org or by certified mail addressed to PRIOS, Inc., 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 16, 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 is 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 16 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 PRIOS, 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 16 by emailing us at email@example.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 16 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 16 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; 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 16 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 16 will be enforceable.
17. 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 the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. With respect to any other proceeding that is not subject to arbitration under this Agreement and cannot be heard in small claims court, the state and federal courts located in New York, New York will have exclusive jurisdiction. You waive any objection to venue in any such courts.
18. 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.
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.
20. Supplemental Terms; Entire Agreement.
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.We will notify you of the existence of any new different or additional terms in accordance with this Agreement. 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. These Terms, as supplemented by any such different or additional terms referenced in this Section 20,set forth the entire agreement, and supersede all prior agreements, of the parties with respect to the Services and the subject matter of this Agreement.
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.