Last updated July 27, 2022
These PrinciplesUs Service Terms (“Service Terms“) govern Subscribers’ acquisition and use of the PrinciplesUs online products or services (collectively, “PrinciplesUs“) provided by PRIOS, LLC (“PRIOS“, “we” or “us“). Subscribers are the individuals who subscribe to PrinciplesUs (each, a “Subscriber” or “you“). By subscribing to PrinciplesUs, you agree that these Service Terms, including the arbitration provision in Section 10, apply to you. If you are using PrinciplesUs on behalf of a business or other organization, you represent and warrant that you have the authority to bind such entity.
Subscribers may purchase the ability to invite other individuals, such as an employee of your organization, to use PrinciplesUs under your PrinciplesUs subscription (each individual, a “User“). All Subscribers are responsible for the use of PrinciplesUs by their Users. If you do not agree to all of these Service Terms, do not subscribe to or otherwise access or use PrinciplesUs.
We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Service Terms at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by sending an email or providing a notice through PrinciplesUs. Unless we say otherwise in our notice, the amended Service Terms will be effective immediately, and your continued use of PrinciplesUs after we provide such notice will confirm your acceptance of the changes. We will have no liability or obligation to you or your Users related to any such suspension, cessation or modification or the inability to access or use PrinciplesUs by you or your Users.
Subject to these Service Terms, we will use commercially reasonable efforts to provide PrinciplesUs as described in these Service Terms. PrinciplesUs will be made available 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. We will have no liability or obligation to you related to any such suspension, cessation, or modification or your inability to access or use PrinciplesUs.
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 using PrinciplesUs (“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 providing PrinciplesUs 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 PrinciplesUs 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 Service Terms, we and our Affiliates (as defined below) 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 PrinciplesUs. We may use any aggregated, non-personally identifiable information, data and reports for any purpose. 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 Service 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 PrinciplesUs or as otherwise contemplated by these Service Terms 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 Service 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 these Service Terms and we shall remain fully 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 these Service Terms 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 PrinciplesUs, and we 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 the General Data Protection Regulation and reasonably 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.
PrinciplesUs 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 PrinciplesUs (“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 PrinciplesUs, 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 PrinciplesUs, 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 Service Terms. You represent and warrant that: (a) you have all necessary rights in Your Content to make it available through PrinciplesUs and grant the license rights in these Service Terms, and (b) our use of Your Content as permitted by these Service 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 PrinciplesUs other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying PrinciplesUs or that could damage, disable, overburden or impair the functioning of PrinciplesUs in any manner;
(d) send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or
(e) use PrinciplesUs for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Service Terms.
2.5 Responsibility for Use.
You will be responsible for (a) any use of PrinciplesUs by any of your Users, (b) securing the login credentials provided to you or your Users from disclosure to third parties and from unauthorized use, (c) compliance with these Service Terms 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 PrinciplesUs subscription 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 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 PrinciplesUs, even if accessed through a hyperlink or other method using PrinciplesUs, (b) any third party data, information, content or other materials posted or otherwise made available through PrinciplesUs, 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 PrinciplesUs.
Except as otherwise specified herein, (a) fees are based on the number of your Users and not actual usage, and (b) the volume purchased cannot be decreased during the relevant subscription terms. We may change the price of PrinciplesUs subscriptions at any time and if you have a recurring purchase, we will notify you in a reasonable manner before the price change, as required by applicable law.
To pay for your PrinciplesUs subscription, you will be asked to provide a payment method at the time you sign up for your subscription. By providing us with a payment method, you (a) represent that you are authorized to use the payment method, (b) authorize us to charge you for your PrinciplesUs subscription, and (c) agree to keep your payment method information, complete and accurate and notify us of any changes to such information. We may suspend or cancel your PrinciplesUs subscription if we do not receive an on-time, full payment from you.
3.3 Refunds and Cancellations.
Except as required by applicable law, all purchases and payment obligations are non-cancelable, and fees paid are non-refundable. This refund policy does not affect any statutory rights that may apply.
3.4 Recurring Payments.
PrinciplesUs is provided on a subscription basis. When you purchase or upgrade a PrinciplesUs subscription, you agree that you are authorizing any then due or subsequent payment of fees until your PrinciplesUs subscription is terminated. In instances where your subscription automatically renews, you must cancel your PrinciplesUs renewal to stop being charged for your subscription, and except as restricted by applicable law, if you cancel your renewal during your subscription term, you are responsible for any unpaid fees covering the remainder of the then-current term of your subscription.
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 3.5, 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.
Subject to the limited rights expressly granted hereunder, we reserve all right, title and interest in and to PrinciplesUs, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
You will not (a) permit any third party to access PrinciplesUs except as permitted herein, (b) create derivative works based on PrinciplesUs, (c) copy, frame or mirror any part or content of PrinciplesUs, other than copying or framing in your own intranet or otherwise for your own internal business purposes, (d) reverse engineer PrinciplesUs, (e) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from PrinciplesUs, or (f) access PrinciplesUs in order to (i) build a competitive product or service, or (ii) copy any feature, function or graphic of PrinciplesUs.
4.3 Your Application and Code.
If you or a third party acting on your behalf creates applications or software code using PrinciplesUs, you authorize us to host, copy, transmit, display and adapt such applications and software code, solely as necessary for us to provide PrinciplesUs in accordance with these Service Terms. Subject to the above, we acquire no other right, title or interest from you or your licensors under these Service Terms 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 these Service Terms in or to Your Data, including any intellectual property rights therein.
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 PrinciplesUs 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.
You hereby grant us a non-exclusive, worldwide, nontransferable (except in connection with an assignment permitted by these Service Terms) license to use your company name and logo in connection with a reference to your use of the PrinciplesUs to advertise, market, and promote the PrinciplesUs on our website and marketing materials, provided we do not disclose any confidential information regarding your relationship with us.
“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 PrinciplesUs; and Confidential Information of each party will include the terms and conditions of these Service Terms, 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 these Service Terms.
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 these Service Terms 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 these Service Terms and who have signed a confidentiality agreement with the Receiving Party containing provisions no less stringent than those herein. For the avoidance of doubt, Your 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.
We warrant that (a) we have validly entered into these Service Terms and have the corporate authority to do so, (b) PrinciplesUs will perform materially in accordance with the documentation for PrinciplesUs, 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 PrinciplesUs 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 of Subscription).
6.2 Your Warranties.
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.
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 YOUR USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) WITH REGARD TO THESE SERVICE TERMS, PRINCIPLESUS, AND ANY OTHER ITEMS FURNISHED UNDER THESE SERVICE TERMS WILL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
7.3 Force Majeure.
We will not be liable to you or any third party for, or be considered to be in breach of these Service Terms on account of, any delay or failure to perform as a result of any cause, circumstance, event or occurrence beyond our reasonable control.
PrinciplesUs subscriptions purchased by you commence on the date purchased and continue for the term specified at purchase (including, as applicable, any time period during which your subscription automatically renews) unless terminated earlier in accordance with these Service Terms. These Service Terms commence on the date you subscribe to PrinciplesUs and accept the Service Terms and continue until all PrinciplesUs subscriptions purchased by you have expired or been terminated.
We may suspend or terminate your PrinciplesUs subscription at any time for any violation of these Service Terms by you or any of your Users. We are not responsible for any loss or harm related to such suspension or termination of your PrinciplesUs subscription.
8.3 Your Data upon Termination.
Upon termination of your PrinciplesUs subscription, we will have no obligation to maintain or provide any of Your Data. Upon written request by you, unless legally permitted, we will delete all of Your Data in our systems or otherwise in our possession or under our control.
8.4 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), 8.3 (Your Data upon Termination), 9 (Indemnification), 10 (Dispute Resolution; Arbitration; Waiver of Class Action), 11 (General) and your obligations to pay amounts owed under Section 3 (Subscription Payment) or otherwise under these Service Terms will survive any termination or expiration of these Service Terms.
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 PrinciplesUs (independent and apart from Your Data and from your use of PrinciplesUs) 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 PrinciplesUs with any product or service not provided by us (including Your Data) or resulting from modification or unauthorized use of PrinciplesUs. In the event of Your Covered Claim or if we reasonably believe that PrinciplesUs may infringe or misappropriate any third party intellectual property rights, we may in our discretion and at no cost to you (x) modify PrinciplesUs to remediate any actual or alleged infringement or misappropriation, provided such modified PrinciplesUs have substantially the same functionality, (y) obtain a license for your continued use of PrinciplesUs, or (z) terminate your PrinciplesUs subscription.
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 access or use of PrinciplesUs by you or your Users or any breach or default by you under any covenant, warranty, representation or obligation under these Service Terms (including any breach or default by any of your Users) (“Our Covered Claim“). You will cooperate with us in defending Our Covered Claims and pay all fees, costs and expenses associated with defending Our Covered Claims. We reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify 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.
For any dispute or claim that you have against PRIOS or relating in any way to PrinciplesUs, 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., 25 Ford 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 below, in court.
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 these Service Terms or PrinciplesUs, 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 these Service Terms or PrinciplesUs 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 these Service Terms 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, these Service 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; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Service Terms. 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.
The interpretation and enforcement of these Service Terms, and any dispute related to these Service Terms or PrinciplesUs, 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 these Service Terms, 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 these Service Terms or PrinciplesUs.
11.4 Waiver; Severability.
No failure or delay by either party in exercising any right under these Service Terms will constitute a waiver of that right. If any provision of these Service Terms 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 these Service Terms will remain in effect.
11.5 Independent Contractors.
The parties are independent contractors and these Service Terms are not intended to create, and do not create, any agency, joint venture, partnership, franchise, fiduciary or employment relationship between the parties.
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 these Service Terms in its entirety, 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 these Service Terms; provided that the assignment does not involve a direct competitor of the other party. Subject to the foregoing, these Service Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
11.7 Export Control and Sanctions Compliance.
PrinciplesUs, 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 PrinciplesUs in a U.S.-embargoed or sanctioned country or region in violation of any U.S. Export Control and Sanctions Law.
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 these Service Terms. 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 email@example.com.
11.9 Copyright 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 PrinciplesUs 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: Copyright Agent
Also, please note that if you knowingly misrepresent that any activity or material on PrinciplesUs is infringing, you may be liable to us for certain costs and damages.
11.10 Entire Agreement.
These Service Terms 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 PrinciplesUs and the subject matter of these Service Terms. 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 these Service Terms (whether or not it would materially alter these Service Terms), unless we specifically agree to such provision in writing. In the event of any conflict or inconsistency between these Service Terms and the Terms, these Service Terms will prevail.