Know yourself. Know others.
Help others know you.
© 2024 PRIOS, LLC
© 2024 PRIOS, LLC
Last updated June 12, 2023
These Enterprise Service Terms and any terms incorporated herein (“Terms“) apply to any access to, or use of, any services made available by PRIOS, LLC. (“we“, “us“, “our“) or any of our Affiliates using websites, web services or our mobile applications, and to any other related services provided by us (collectively, the “Services“). These Terms and the terms and conditions of any order form (each, an “Order Form” and together with these Terms, the “Agreement“) are a binding agreement between us and the person or entity that signed the applicable Order Form (“you” or “your“). If an Order Form is entered between us and a legal entity, the individual that signs the Order Form on behalf of the entity represents and warrants that the individual has the authority to bind such entity.
2.1 Provision of Services.
Subject to the terms and conditions of this Agreement, we will use commercially reasonable efforts to provide the Services as described in this Agreement and applicable Order Form. The Services will be made available as described in the applicable documentation subject to planned downtime and any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
2.2 Your Data.
We will maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of all electronic data or information submitted by you or your Users (as defined below) using the Services (“Your Data“) including, without limitation, any information in Your Data that relates, directly or indirectly, to an identified or identifiable person (“Personal Information“). Except as provided herein, we will not collect, retain, use, disclose or otherwise process Your Data for any purpose other than as necessary for the specific purpose of performing the Services on your behalf. We will not (a) collect, retain, use or disclose or otherwise process any Personal Information for a commercial purpose other than to (1) provide the Services or (2) build or improve the quality of our services provided that such building and improving does not include building or modifying any User profiles or cleaning or augmenting data acquired from another source, (b) sell or otherwise disclose any Personal Information in exchange for monetary or other valuable consideration, or (c) collect, retain, use, disclose or otherwise process any Personal Information outside the direct business relationship between you and us. Notwithstanding anything in these Terms, we will have the right to disclose Your Data as compelled by law in accordance with Section 5.3, and to use and share Your Data with our Affiliates (as defined below) in order to (y) to develop, improve and address technical issues with our products and services, and (z) to create aggregated, non-personally identifiable information, data and reports derived from Your Data or your use of the Services. We may use any aggregated, non-personally identifiable information, data and reports for any purpose. You and your Users may choose to integrate the Services with other third-party services (e.g., Slack, Zoom or Gmail). If such integrations are enabled, you and your Users direct PRIOS to share and receive Your Data, including Personal Information, to and from such third-party services. You agree that PRIOS and the third-party services will treat Your Data in accordance with their respective terms and privacy policies. You will ensure that you have provided all notices, obtained all consents and have all necessary rights to provide Your Data to us and to grant us the rights to use Your Data as set forth in these Terms, including for avoidance of doubt with respect to any data or information about your Users. You will ensure that your provision of Your Data to us and the use of Your Data to provide the Services or as otherwise contemplated by this Agreement does not infringe, violate or misappropriate any third party intellectual property or other proprietary rights, complies with any and all applicable laws and complies with any agreements and privacy notices applicable to the collection of the data. For purposes of these Terms, an “Affiliate” is any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity (where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity).
2.2.1 Use of Subprocessors.
You consent to our engaging third party subprocessors to provide services on our behalf. When engaging any subprocessor, we will ensure via a written contract that the subprocessor may access and use Your Data only to deliver the services we have retained them to provide and is prohibited from using Your Data for any other purpose. We will ensure that subprocessors are bound by written agreements that require them to provide at least the level of data protection required of us by this Agreement and we shall remain liable to you for the performance of any subprocessors. Upon request, we will provide you with a list of the subprocessors we engage and you may terminate this Agreement if you do not approve of any subprocessor.
2.2.2 Data Transfers.
We may transfer Your Data to, or store or access it in, the United States in order to provide our Services, and will perform the transfer in accordance with an approved data transfer mechanism. We will use appropriate technical and organizational measures to assist you in responding to requests from Users in relation to their rights afforded by applicable law.
2.2.3 Security Incidents.
If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Data while processed by us (each, a “Security Incident”), we will promptly and without undue delay notify you of the Security Incident and take reasonable steps to assist you in investigating, mitigating the effects of, and minimizing any damage resulting from the Security Incident. You are solely responsible for complying with your obligations under incident notification laws applicable to you and our notification of or response to a Security Incident is not an acknowledgement of any fault or liability with respect to the Security Incident. You must notify us promptly about any possible misuse of your account credentials.
2.2.4 Other Obligations.
We will make available to you all information necessary to demonstrate your compliance with Article 28 of the General Data Protection Regulation and allow for and contribute to audits conducted by you or at your request. We will, at your direction, cooperate and assist you in conducting a data protection impact assessment and related consultations with any supervisory authority, if applicable.
2.3 Your Content.
Our Services may allow you and your Users to create, post, use, share and store content, including situations you suggest, principles you create, dots, ratings or descriptions you provide, issues you log, your test and assessment responses, text, graphics, comments, videos, messages, photos, preferences you express or other materials you share with us or other users when using our Services (“Your Content“). “Your Content” also includes names, usernames, profile photos and other information and materials associated with your account. Except for the license you grant below, you retain all rights in and to Your Content. You grant us 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 Content in all media formats and channels now known or later developed. Depending on your account settings and the options you select, when you post or otherwise share Your Content on or through our Services, you understand that some or all of Your Content may be visible to others.
Your 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.
We may remove any of Your Content at any time if we determine that it violates any of these Terms. You represent and warrant that: (y) you have all necessary rights in Your Content to make it available through the Services and grant the license rights in these Terms, and (z) our use of Your Content as permitted by these Terms will not violate any rights of or cause injury to any person or entity.
2.4 Prohibited Conduct.
You will not:
(a) engage in any harassing, threatening, intimidating, predatory or stalking conduct;
(b) impersonate or post on behalf of any person or entity without their authorization or otherwise misrepresent your affiliation with a person or entity;
(c) use our 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 Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
(d) send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or
(e) use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
2.5 Responsibility for Use.
You will be responsible for (a) use of any Services by any individual who is an employee, consultant, contractor or agent of yours and who is authorized to use the Services, for whom you have paid the applicable fees and who has been supplied with a user identification and password by us or by you (each, a “User“), (b) securing the login credentials provided to you or your Users from disclosure to third parties and from unauthorized use, (c) compliance with this Agreement by all Users, (d) the accuracy and quality of Your Data, and (e) compliance by you and all Users with any applicable limitations based on the Services purchased by you, including, without limitation, any limit on the number of servers, Users, CPUs, transaction volumes and any other applicable limitations.
2.6 Third Party Products, Services or Materials.
We do not warrant or endorse, and to the fullest extent of applicable law, 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.
3.1 Fees.
You will pay all fees specified in all Order Forms. Except as otherwise specified herein or in an Order Form, (a) fees are based on Services purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) the volumes purchased cannot be decreased during the relevant subscription terms stated on the Order Form.
3.2 Payment.
We will invoice you, and you will pay all invoices, in accordance with the relevant Order Form. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
3.3 Late Payment.
If any fees payable hereunder are not received from you by the due date set forth in the Order Form then (a) the overdue fees will accrue interest at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less, computed and compounded daily until paid in full, and (b) we may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the applicable Order Form.
3.4 Suspension of Services and Acceleration.
If any amount owing by you for our Services is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, accelerate any unpaid fee obligations so that all such obligations become immediately due and payable, and/or suspend our Services until such amounts are paid in full. We will give you not less than seven (7) days prior notice that your account is overdue before suspending Services to you.
3.5 Payment Disputes.
We will not exercise our rights under Section 3.3 (Late Payment) or 3.4 (Suspension of Service and Acceleration) if you are disputing the applicable fees reasonably and in good faith and are cooperating diligently to resolve the dispute, provided that any fees as to which no good faith dispute exists have been paid. You will pay us on demand our reasonable attorney fees and other costs incurred by us to collect any fees or charges due to us under this Agreement.
3.6 Taxes.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes“). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 3.6, we may include the applicable Tax on the invoice and you will pay the amount of the Tax to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
4.1 Reservation of Rights.
Subject to the limited rights expressly granted hereunder, 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.
4.2 Restrictions.
You will not (a) permit any third party to access the Services except as permitted herein or in an Order Form, (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.
4.3 Your Application and Code.
If you or a third party acting on your behalf creates applications or software code using the Services, you authorize us to host, copy, transmit, display and adapt such applications and software code, solely as necessary for us to provide the Services in accordance with this Agreement. Subject to the above, we acquire no other right, title or interest from you or your licensors under this Agreement in or to such applications or software code, including any intellectual property rights therein.
4.4 Your Data.
Subject to the limited rights to use Your Data as described herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
4.5 Feedback.
From time to time, you, or Users or third parties operating on your behalf may make suggestions, provide recommendations or other feedback or submit requests for enhancements or updates (“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 attribution or any other obligation to you or any other party, and you hereby grant us a royalty free, worldwide, irrevocable, perpetual license to do so.
4.6 Publicity
You hereby grant us a non-exclusive, worldwide, nontransferable (except in connection with an assignment permitted by these Terms) license to use your company name and logo in connection with a reference to your use of the Services to advertise, market, and promote the Services on our website and marketing materials, provided we do not disclose any confidential information regarding your relationship with us.
5.1 Definition.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances under which it was disclosed. Your Confidential Information will include Your Data; our Confidential Information will include the Services; and Confidential Information of each party will include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without breach of this Agreement.
5.2 Protection of Confidential Information.
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and will protect and maintain the confidentiality of the Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to employees, contractors and agents of the Receiving Party and its Affiliates who need such access for purposes consistent with this Agreement and who have signed a confidentiality agreement with the Receiving Party containing provisions no less stringent than those herein. For the avoidance of doubt, You Data is your Confidential Information.
5.3 Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled to do so by law, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6.1 Limited Warranty.
We warrant that (a) we have validly entered into these Service Terms and have the corporate authority to do so, (b) the Services will perform materially in accordance with the documentation for the Services, and (c) we will not insert any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code“) into the Services for purposes of transmitting such Malicious Code to you or any Users. For any breach of any of the above warranty, your exclusive remedy will be as provided in Section 8.3 (Termination for Cause) and Section 8.4 (Refund or Payment upon Termination).
6.2 Your Warranties
In addition to any other warranties provided by you in these Service Terms or the Order Form, you warrant that (a) you have validly entered into these Service Terms and have the authority to do so, (b) in connection with your use of any Services you will comply with these Service Terms and any applicable law, and (c) our use of any of Your Content as contemplated by these Service Terms will not violate any applicable law or any agreement to which you are bound, including without limitation any applicable privacy law, agreement related to confidentiality or protection of data or information, or any privacy policy or other terms applicable to the collection or use of any data or information by you.
6.3 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THESE SERVICE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.1 Disclaimer of Damages.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES WHETHER BASED ON STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER SECTION 3 OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7.2 Limitation of Liability.
OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) WITH REGARD TO THIS AGREEMENT, THE PRODUCTS, AND ANY OTHER ITEMS FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE TOTAL COMPENSATION PAID BY YOU TO US UNDER THIS AGREEMENT.
7.3 Force Majeure.
We will not be liable to you or any third party for, or be considered to be in breach of this Agreement on account of, any delay or failure to perform as a result of any cause, circumstance, event or occurrence beyond our reasonable control.
8.1 Term of Agreement.
This Agreement commences on the date you accept it and continues until all subscriptions purchased by you pursuant to Order Forms have expired or been terminated.
8.2 Term of Purchased Subscriptions.
Subscriptions purchased by you commence on the start date specified in the applicable Order Form and continue for the term specified therein (including, as applicable, any time period during which any subscription automatically renews) unless terminated earlier in accordance with this Agreement.
8.3 Termination for Cause.
A party may terminate this Agreement for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.4 Refund or Payment upon Termination.
If you terminate this Agreement for cause, we will refund to you any prepaid subscription fees covering the remainder of the then-current term of your subscription. If we terminate this Agreement for cause, you will pay any unpaid fees covering the remainder of the then-current term of your subscription. In no event will any termination relieve you of the obligation to pay any fees to us for the period prior to the effective date of termination.
8.5. Return of Your Data.
Upon written request by you made within thirty (30) days after the effective date of termination of a subscription, we will make available to you for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, we will have no obligation to maintain or provide any of Your Data and will thereafter, unless legally prohibited, delete all of Your Data in our systems or otherwise in our possession or under our control.
8.6 Surviving Provisions.
Sections 2.2 (Your Data), 2.3 (Your Content), 4 (Proprietary Rights), 5 (Confidentiality), 6.3 (Disclaimer), 7 (Disclaimer of Damages, Limitation of Liability, 8.4 (Refund or Payment upon Termination), 8.5 (Return of Your Data), 9 (Indemnification), 10 (Dispute Resolution; Arbitration; Waiver of Class Action), 11 (General) and your obligations to pay amounts owed under Section 3 (Fees and Payment for Services) or otherwise under this Agreement will survive any termination or expiration of this Agreement.
We will defend you against any claim, demand, suit, proceeding, loss, liability, cost, expense or damages (including reasonable attorneys’ fees) arising out of or in connection with any claim or allegation by a third party that the Services (independent and apart from Your Data and from your use of the Services) infringes, violates or misappropriates the intellectual property or other proprietary rights of a third party (“Your Covered Claim“). We will indemnify you from the resulting costs and damages finally awarded against you to that third party by a court of competent jurisdiction or agreed to in settlement provided that You (a) give us prompt, written notice of Your Covered Claim, (b) permit us to control the defense and settlement of Your Covered Claim (provided that we may not settle Your Covered Claim unless the settlement unconditionally releases you of any liability), and (c) cooperate with us and provide all reasonable assistance in the defense and settlement of Your Covered Claim (at no out of pocket expense to you). Notwithstanding the foregoing, we assume no liability or responsibility for infringement, violation or misappropriation resulting from use, operation or combination of the Services with any product or service not provided by us (including Your Data) or resulting from modification or unauthorized use of the Services. In the event of Your Covered Claim or if we reasonably believe that the Services may infringe or misappropriate any third party intellectual property rights, we may in our discretion and at no cost to you (x) modify the Services to remediate any actual or alleged infringement or misappropriation, provided such modified Services have substantially the same functionality, (y) obtain a license for your continued use of the Services in accordance with the applicable Order Form, or (z) terminate your subscription for such Services upon thirty (30) days written notice and refund to you any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.
9.2 By You.You will indemnify, defend and hold us harmless against any claim, demand, suit, proceeding, loss, liability, cost, expense or damages (including reasonable attorneys’ fees) arising out of or in connection with breach or default by you under any covenant, warranty, representation or obligation under this Agreement (including any breach or default by any of your Users) (“Our Covered Claim“); provided that we (a) give you prompt, written notice of Our Covered Claim, (b) permit you to control the defense and settlement of Our Covered Claim (provided that you may not admit any wrongdoing or fault on our behalf without our written consent or settle Our Covered Claim unless the settlement unconditionally releases us of any liability), and (c) cooperate with you and provide all reasonable assistance in the defense and settlement of Our Covered Claim (at no out of pocket expense to us).
9.3 Exclusive Remedy.This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any infringement or alleged infringement of any third party claims.
With the exception only of disputes related to the enforcement or validity of our intellectual property rights, all disputes, controversies or claims arising out of or relating to this Agreement or the Services, will be resolved through confidential binding arbitration held in Westport, Connecticut in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waived your opportunity to read such rules and further waive any claim that such rules are unfair or should not apply for any reason.
You agree that any dispute arising out of or related to this Agreement or the Services is personal to you and us and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You agree that this Agreement involves matters affecting interstate commerce and that the enforceability of this Section 10 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, this Agreement 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; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct 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. You agree that for any arbitration, the party filing the claim will pay the filing fee and the parties will split the remaining JAMS fees and costs equally. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and we agree that the state or federal courts in Fairfield County, Connecticut have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 10, BOTH YOU AND WE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.
11.1 Governing Law and Jurisdiction.
The interpretation and enforcement of this Agreement, and any dispute related to this Agreement or any Services, will be governed by and construed and enforced in accordance with the laws of State of New York, 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, the federal and state courts located in New York, New York will have exclusive jurisdiction. You waive any objection to venue in any such courts.
11.2 Waiver of Jury Trial.
Both parties hereby waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement or any Services.
11.3 Notice.
All notices hereunder will be in writing and will be sent by first class mail, or by reputable courier for personal delivery: (a) in the case of notices to you to the address on the applicable Order Form, and (b) in the case of notices to us, to our address set forth on the Order Form. Either party may change its address for notice by giving the other party written notice of the change in accordance herewith. Notices will be deemed to have been given upon: (y) if personally delivered, the date of personal delivery, and (z) if sent by first class mail, the third business day after mailing.
11.4 Waiver; Severability.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law and the remaining provisions of this Agreement will remain in effect.
11.5 Independent Contractors.
The parties are independent contractors and this Agreement is not intended to create, and does not create, any agency, joint venture, partnership, franchise, fiduciary or employment relationship between the parties.
11.6 Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement; provided that the assignment does not involve a direct competitor of the other party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
11.7 Export Control and Sanctions Compliance.
The Services, the other technology or software we make available, and derivatives thereof are subject to export control and sanctions laws and regulations of the United States and other jurisdictions (“Export Control and Sanctions Laws“). Each party represents that it (a) will comply with all applicable Export Control and Sanction Laws; and (b) is not named on any U.S. government denied-party list, including without limitation, those of the U.S. Bureau of Industry and Security (“BIS“) and U.S. Office of Foreign Assets Control (“OFAC“). You will not permit users to access or use the Services in a U.S.-embargoed or sanctioned country or region in violation of any U.S. Export Control and Sanctions Law.
11.8 Anti-Corruption.
You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department by email at legal@principles.com.
11.9 Complaints.
We have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the rights of others. If you believe that anything on our Services infringes any right that you own or control or the rights of a third party (e.g., counterfeiting, insult, invasion of privacy), please immediately notify us as follows:
Designated Agent: Legal
Address: 1 Nyala Farms Road Westport, Connecticut 06880
Telephone Number: (203) 429-5243
E-Mail Address: legal@principles.com
Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.
11.10 Modifying or Terminating the Services.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. If we suspend or stop providing all of our Services other than due to a breach by you, or if we modify the Services in a manner that materially diminishes the Services provided to you and fail to restore the Services to your satisfaction within thirty (30) days after written notice from you, we will refund to you as your sole and exclusive remedy any prepaid subscription fees covering the remainder of the then-current term of your subscription. We will have no liability or obligation to you related to any such suspension, cessation or modification or your inability to access or use our Services.
11.11 Entire Agreement.
This Agreement, all Order Forms, and any and all attachments, exhibits, schedules, policies and instructions incorporated by reference therein 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. We will not be bound by, and specifically reject, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and that is proffered by You in any purchase order (excluding Order Forms), acknowledgment, receipt, acceptance, confirmation, correspondence or otherwise, unless we specifically agree to such provision in writing. In the event of any conflict or inconsistency between this Agreement and the terms on any Order Form, the terms of the Order Form will prevail.
Know yourself. Know others.
Help others know you.
© 2024 PRIOS, LLC
© 2024 PRIOS, LLC