PRIOS Zoom App Terms of Service

Last Updated: March 16th, 2021

These PRIOS Zoom App Terms of Service (“App Terms”) apply to your access to and use of the applications and other online products and services made available through Zoom’s App Marketplace by PRIOS, LLC (“PRIOS”, “we” or “us”), located at 1 Nyala Farms Road, Westport, Connecticut 06880 (collectively, the “App Services”). By checking a checkbox, indicating your assent, installing, or accessing or using our App Services, you and any entity you represent agree to be bound by these App Terms, including the 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 App Terms, do not access or use our App Services. These App Terms are made and entered into by and between PRIOS and you. If you represent an entity that will be using the App Services then you are entering these App Terms on behalf of yourself and the entity (collectively, “you” or “your”) and you represent and warrant that you have the authority to bind the legal entity to these App Terms. These App Terms apply to your access to, and use of, the App Services and incorporate by reference any documents referenced herein.

These App Terms do not alter the terms or conditions of any other agreement you may have with us. If you reside outside the United States, additional terms and conditions may be applicable to you that either supplement or replace certain provisions in these App Terms. 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 App Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing a notice through our App Services or updating the date at the top of these App Terms. Unless we say otherwise in our notice, the amended App Terms will be effective immediately, and your continued use of our App Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended App Terms, you must stop using our App Services.

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

2. Privacy

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

3. Eligibility

You must be at least 16 years of age to use our App Services. If you are between 16 and 18 years of age (or the age of legal majority where you live), you may use our App Services only under the supervision of a parent or legal guardian who has reviewed and agreed to these App Terms. Any parent or legal guardian of a user under the age of 18 (or the age of legal majority) that has reviewed these App 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 App Services.

You are prohibited from using our App Services if you have previously been removed or suspended from them.

4. User Accounts

If you are accessing Zoom using an email address provided to you by your employer or other affiliated organization, such as an educational institution, the group administrator for that organization has control over certain aspects of your experience, such as the ability to restrict certain functionality or access to the App Services.

5. User Content

Our App Services may allow you and other users to create, post, use, share and store content, including dots, ratings or comments you provide, or other materials you share with us or other users when using our App 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 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 in accordance with these App Terms 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 App 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 App Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that: (a) you have all necessary rights in the User Content to make it available through the App Services and grant the license rights in these App Terms, and (b) our use of User Content as permitted by these App 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 App Services. You will not:

• engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• impersonate or post on behalf of any person or entity without their authorization or otherwise misrepresent your affiliation with a person or entity;
• use our App Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our App Services or that could damage, disable, overburden or impair the functioning of our App Services in any manner;
• send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or
• use our App Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these App Terms.

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

• be unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• 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;
• contain or depict any statement, remark or claim that does not reflect your actual view or experience;
• impersonate, or misrepresent your affiliation with, any person or entity;
• contain any unsolicited promotion, political campaigning, advertising or solicitation;
• contain any private or personal information of a third party without such third party’s consent;
• contain any virus, corrupted data or other harmful, disruptive or destructive file or content; or
• in our sole judgment, be objectionable, restrict or inhibit any other person from using or enjoying our App 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 App Services as permitted by, and subject to, these App Terms and any other applicable agreements between you and PRIOS. We reserve all right, title and interest in and to the App 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 App Services except as permitted herein, (b) create derivative works based on the App Services, (c) copy, frame or mirror any part or content of the App Services, other than copying or framing in your own intranet or otherwise for your own internal business purposes, (d) reverse engineer the App Services, (e) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our App Services, or (f) access the App Services in order to (i) build a competitive product or service, or (ii) copy any feature, function or graphic of the App Services.

8. Trademarks

“PRIOS” and our logos, our product or service names, our slogans and the look and feel of the App 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 App 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.

9. Feedback

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 App 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 App 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 App Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Designated Agent: Copyright Agent
Address: 1 Nyala Farms Road
Westport, Connecticut 06880
Telephone Number: (203) 429-5243
E-Mail Address: legal@principles.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 App Services is infringing, you may be liable to PRIOS for certain costs and damages.

11. Third Party Products, Services or Materials

You access these App Services via a third party service, and in some instances, you may be able to access other third party products or services through our App Services (each third party product or service, a “Third Party”). Your use of any product or service that you obtain from a Third Party is subject to terms and policies provided by that Third Party and not PRIOS. We do not warrant or endorse, and will have no responsibility for: (a) Third Party products or services, (b) any data, information, content or other materials posted or otherwise made available by a Third Party, 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 App Services.

12. Transfer and Processing Data

In order for us to provide our App 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.

13. 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 App Services or your violation of these App 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 App Terms or other contract, or at law.

14. Disclaimers

YOUR USE OF OUR APP SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR APP 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 APP SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR FREE OF ERRORS, BUGS OR DEFECTS. WHILE PRIOS ATTEMPTS TO MAKE YOUR USE OF OUR APP SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR APP SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE CONTENT AND MATERIALS MADE AVAILABLE THROUGH THE APP 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 of 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 APP TERMS OR OUR APP 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 APP 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 App Terms or our App 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 App Terms or our App Services resolved in court. Instead, for any dispute or claim that you have against PRIOS or relating in any way to the App 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, Inc., Attn: Legal Dept., 1 Nyala Farms Road, 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 App 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 App 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 App 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 App 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 App Terms or our App 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 thirty (30) days of the date you first accepted the terms of this Section 16 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 17.

If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, then (a) the unenforceable or unlawful provision shall be severed from these App 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 App Terms and your use of the App 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 these App Terms 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 App Services

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

19. Severability

If any provision or part of a provision of these App Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these App 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 App Services, and those different or additional terms become part of your agreement with us if you use those App Services. We will notify you of the existence of any new different or additional terms in accordance with these App Terms. If there is a conflict between these App Terms and the additional terms, the additional terms will control for that conflict, unless the additional terms state otherwise. These App 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 App Services and the subject matter of these App Terms.

21. Miscellaneous

The failure of PRIOS to exercise or enforce any right or provision of these App Terms will not operate as a waiver of such right or provision. The section titles in these App Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these App 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.