Prisidio Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the www.prisid.io website (the “Website”) and the Prisidio mobile applications, platform, portals and Services (collectively, the “Services”). You agree that by visiting the Services or by registering or using the Services, you are entering a legally binding agreement with Prisidio Inc., located at 4850 Tamiami Trail North, Suite 301, Naples, Florida 34103 (“Prisidio”) based on the Terms, Privacy Policy, and, as applicable the Subscription Terms, which are hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

1. Prisidio as a Platform Provider.

Prisidio provides a software platform (the “Platform”) that allows its users to store data (“User Content”) in a single online location on the Platform, access to which is controlled by the User. Each User location storing User Content is referred to as a “Vault”.

Security Protocols: The Platform is subject to industry standard security protocols (“Security Protocols”). Nevertheless, you expressly acknowledge that your Vault may be subject to unauthorized access, use or disclosure even if the Security Protocols are properly followed by Prisidio and that Prisidio will not be responsible for any damages, losses or harm that occur related to any unauthorized access, use or disclosure of User Content from a Vault.

Prisidio Access: You are responsible for managing your Vault and the User Content that you upload, transmit, post or otherwise make available for the Services. You are responsible for selecting who can access your Vault in your account settings and what those individuals can see and do in your Vault. Prisidio will not be liable for any damages or losses that occur as a result of your use of the Services. Any third-party to whom you provide or otherwise make available User Content via the Services will be permitted to use the User Content to the same extent as if you provided it directly to that third party. Before uploading any information to the Services, please familiarize yourself with your account settings to understand which users may view your information. You expressly agree not to name Prisidio as a party in any dispute you have with any third-party related to User Content.

User Content Deletion: If your access to the Services is terminated due to non-payment or for any other reason, Prisidio may permanently delete your User Content and your Vault from the Services within thirty (30) days of termination. You may request copies of your User Content prior to its deletion by emailing Prisidio at support@prisid.io. 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 or Vault and will not be responsible for your failure to receive notification that your User Content or Vault will be deleted.

2. Basic Terms

You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Prisidio and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services. If you are under 18 years of age, you may not use the Services for any reason. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Prisidio may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Prisidio granting you access to and use of the Services, you agree that Prisidio, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.

3. Privacy

Any information that you provide to Prisidio is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States for storage, processing and use by Prisidio. As part of providing the Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Prisidio account, which you may not be able to opt-out from receiving.

If you send or authorize Prisidio to contact or send an invitation to a third-party to join or use the Services, you are expressly representing that the third-party has requested to join the Services or to receive the information and that any communication extending the invitation was sent in accordance with applicable law. If you provide the personal information of any third party as part of your account setup or for any other reason, you expressly represent that you have the full consent of the data subject and the full right and authority to provide Prisidio with the information to be used in accordance with these Terms and the Privacy Policy.

4. Passwords

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We require you use “strong” passwords and two factor authentication with your account and with other accounts that you may connect to your Prisidio account. Prisidio cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Every user of the Services is required to have their own access account—account sharing is strictly prohibited. You are expressly prohibited from allowing any third-party access to the Services via your account.

5. Content on the Services

Please be aware that Prisidio does not verify the accuracy any information available on the Services, including User Content. Any use or reliance on any User Content or other information you obtained through the Services is at your own risk. You understand that by using the Services, you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Prisidio be liable in any way for any User Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Prisidio does not claim ownership rights in any User Content. However, in order for Prisidio to make User Content available on the Platform, you agree that upon uploading User Content to the Platform, you grant Prisidio a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, adapt, publish, translate, distribute, and display such User Content solely as reasonably necessary to provide functionality and access to the Services. By uploading User Content to the Services, you represent and warrant that (i) you own and control all of the rights to the User Content or you otherwise have all necessary rights to upload such User Content to the Services; (ii) the User Content is accurate and not misleading or harmful in any manner; and (iii) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.

You agree not to use or permit use of the Services to display, store, process or transmit any User Content that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) constitute an infringement of intellectual property or other proprietary rights, or (v) violate privacy rights, or any other applicable laws, ordinances or regulations. If Prisidio receives information that you are in violation of any of the foregoing restrictions, Prisidio will notify you, and you agree to promptly take appropriate action to resolve such violation. If you do not take required action in accordance with the above, Prisidio reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such Services. Prisidio shall have no liability to you in the event that Prisidio takes such action.

6. Prisidio Rights

All right, title, and interest in and to the Services and any content (excluding User Content) available on the Platform are and will remain the exclusive property of Prisidio and its licensors. The Services and the Platform are protected by copyright, trademark, and other laws of both the United States and foreign countries. Prisidio reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Prisidio, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

7. Restrictions on Use of The Services

We reserve the right at all times (but will not have an obligation) to suspend and or terminate Users or reclaim user accounts without liability to you.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Prisidio’s computer systems, or the technical delivery systems of Prisidio providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Prisidio (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Prisidio (NOTE: scraping the Services without the prior consent of Prisidio is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) duplicate, translate, modify, copy, reverse engineer, disassemble, decompile the Services or any firmware or software provided therewith; (vii) use the Services to develop, test, host, or run and operate applications on behalf of third-parties without Prisidio’s prior written consent; (viii) disclose results of any benchmark tests to any third party without Prisidio’s prior written consent; (x) use the Services in any way that is contrary to the terms and conditions of this Agreement; or (xi) use the Services for any unlawful purposes.

8. Ending These Terms

The Terms will continue to apply until terminated by either you or Prisidio as follows.

You may end your legal agreement with Prisidio at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please do so in your account settings. Please note that deactivating your account may not relieve you of any payment obligations you have pursuant to a subscription or other agreement with Prisidio.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.

Nothing in this section shall affect Prisidio’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.

9. Disclaimers, Limitations of Liability and Indemnity

Please read this section carefully since it limits the liability of Prisidio and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Prisidio Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available “AS-IS”

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE PRISIDIO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Prisidio Entities make no warranty and disclaim all responsibility and liability for: (i) the actions of any Prisidio user; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of uploading, transmitting or otherwise displaying any information or User Content on the Services; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content, User Content, and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; or (vii) any advice or information you receive through the Services; and (ix) any injuries or harm you or a third party incurs as a result of any interaction information or advice received through the Services. No advice or information, whether oral or written, obtained from the Prisidio Entities or through the Services, will create any warranty not expressly made herein.

B. Links

The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Prisidio Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRISIDIO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PRISIDIO ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID PRISIDIO, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PRISIDIO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

D. Indemnification

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Prisidio Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Prisidio User; (3) your User Content and any injury, harm damage or loss that falls to you or a third-party related to your User Content or any information you upload or transmit through the Services; (4) any claim that an invitation sent to a third-party by you or by Prisidio at your request is spam, unsolicited commercial email or otherwise violates applicable law; (5) any personal information about a third-party that you provide to Prisidio; (6) any information you learn about on or through the Services, including without limitation, any unauthorized use or disclosure of personal information you learned about on the Services; and (7) any activity in which you engage on or through the Services.

10. GENERAL TERMS. Waiver and Severability

The failure of Prisidio to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

A. Controlling Law and Consent to Jurisdiction

These Terms and any action related thereto will be governed by the laws of the state of Florida without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Collier County, Florida, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that you may only bring claims against Prisidio related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.

B. Entire Agreement

These Terms the Privacy Policy and any applicable subscription agreement are the entire and exclusive agreement between Prisidio and you regarding the Services (excluding any service for which you have a separate agreement with Prisidio that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Prisidio and you regarding the Services.

We may revise these Terms from time to time, the most current version will always be at www.Prisid.io/TermsOfService. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 8 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

If you have any questions about these Terms, please contact us at legal@prisid.io or by using the “Contact Us” feature on the Services.