Prisidio Beta Subscription Agreement

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE A “BETA” OR PILOT VERSION OF PART OR ALL OF A SERVICE WHICH IS NOT A FINAL RELEASE AND WHICH MAY EXHIBIT ERRORS OR OTHER INCONSISTENCIES.

Welcome to the www.prisid.io website (the “Website”) and the Prisidio mobile applications, platform, portals, and Services (collectively, the “Services”). Only registered users with a Prisidio subscription in good standing may setup a Prisidio account and access the Services.

I. Subscription Terms

You may choose to use the Prisidio Services by electing one of the subscription plans provided at https://www.prisid.io/plans. Each plan will be subject to the associated term (“Term”).

We reserve the right to modify, terminate or otherwise amend our offered options, subscription prices and plans at any time in our discretion. Subscription Fees are subject to change at Prisidio’s sole discretion at any time. Prisidio will notify you and give you an opportunity to cancel your subscription before charging your credit card with an increased Subscription Fee.

Your Prisidio subscription automatically renews for an additional term with the same selections and duration at then-current pricing, and we will automatically bill the Subscription Fee to your account unless you provide notice that you wish to cancel your subscription no less than 15 days prior to expiration of your prior term.

If you cancel your account or you fail to remit any outstanding payments, Prisidio reserves the right to suspend or terminate your access to the Services as provided below.

Prisidio will not issue a refund if you cancel your account before the end of your subscription term or for any other reason. All payments and fees are non-refundable.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You agree to pay any such taxes that might be applicable to your use of the Services and any payments made by you to Prisidio.

II. Payment Terms

Your credit card will be charged in full at the beginning of each Term for the applicable Subscription Fees. Your subscription period starts on the date that you sign up and remit payment in full for the applicable subscription period. By registering to use the Services, you automatically authorize Prisidio to charge all fees incurred through your account. Prisidio uses Stripe, a secure payment provider, to process your payments if you purchase a subscription to use the Services. Your payment information is subject to the privacy policy and terms of use of Stripe. We recommend you review these policies before uploading any credit card information.

Should automatic billing fail to occur for any reason, Prisidio will notify you via your account or the email address associated with your account. We will attempt to process the payment approximately one day after the first attempt and, again one week after the second attempt. If the third attempted billing fails, your account will be locked, and you will only be able to log in to update your payment method on file. If you are locked out, you will not be able to access your User Content until your account is in good standing. If you owe a balance for more than thirty days, your User Content may be permanently deleted from the Services as provided below.

III. Content Deletion

If your account is cancelled or if your access to the Services is terminated due to non-payment or for any other reason, you will no longer have access to your account, nor any User Content contained thereon. Upon termination, your User Content may be permanently deleted from the Services thirty (30) days from the date of termination or cancellation. If you would like a copy of your User Content, you must contact Prisidio promptly upon termination to determine the procedure for requesting copies of your User Content prior to its deletion. Prisidio may, in its sole discretion, charge a fee for providing you with copies of your User Content or may not otherwise be able to satisfy your request for copies. Prisidio will not be responsible for any damages or losses that occur as a result of the deletion of your User Content. We recommend you maintain copies of any important information in hard copy or otherwise off the Services in another secure location.

IV. Access Requirements

All users must be 18 years or older to use the Services. Your access to the Services is subject to the Prisidio Terms of Service and Privacy Policy, which are hereby incorporated by reference.

We reserve the right to refuse or cancel your order or our product or service offerings at any time for reasons, including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or any other reason.

V. Confidentiality

From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), certain non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within 10 days thereafter, is summarized in writing and confirmed as confidential, or which a reasonable person would consider to be confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section V; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder. For the avoidance of doubt, you agree to treat the Website and the Prisidio mobile applications and platform, and any materials or documentation provided to you in connection therewith, as the Confidential Information of Prisidio.

The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group (defined below) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section V only, “Receiving Party's Group” shall mean the Receiving Party's affiliates and its or their employees, officers, directors, independent contractors, service providers, attorneys, accountants, and financial advisors.

VI. Additional Beta Pilot Terms

In consideration for receiving access to the Services for testing during the beta phase, you agree to regularly gather and report test data to Prisidio in the manner and within the time period requested. You agree to give Prisidio feedback, comments or enhancement suggestions on the Services (the “Feedback”) and you hereby assign to Prisidio all rights, title and interest to such ideas for enhancements, including any product enhancements developed as a result of such ideas. You agree that Prisidio may use the Feedback for any purpose.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING AGREEMENT IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SERVICES AND/OR ACCOMPANYING MATERIALS.