Acceptance of Terms
Prismana Inc. (hereinafter “Prismana”, “we” or “us”) owns and operates Prismana.com, which is the website for a service called Prismana. Prismana® services include: web-based display systems for measuring marketing campaigns, improving customer service, and improving sales performance. The Prismana application offers specific information about your website visitors, marketing channel information for incoming communications, and display of that information, as well as software maintenance and upgrades and customer support, which enable you to track the performance of your marketing efforts (the above descriptions of what Prismana provides will be called herein, collectively, “Products” and/or “Services”). We collect information on visitors to your website who communicate with your website through the variety of contact mechanisms contained on it. This information includes visitors’ IP addresses, devices, operating systems, and any other data that may be correlated with your company’s data sources (for example, customer relationship manager (“CRM”) system data or company phone logs), personal data sources (email inboxes, social contact information, or others, when permission to collect such information is granted), as well as third party data services (such as White Pages, Spokeo, or PeopleSmart).
Fees and Payments
By selecting any of our paid services, you are agreeing to pay Prismana those subscription fees (whether on a monthly or annual basis) as indicated for that service when you make your subscription. All payments will be processed on the date you subscribe to the relevant service. As of each payment, you will have access to that service for the rest of that monthly or annual period, as applicable. By subscribing to our services, you agree to allow Prismana (or a payment processing company used by Prismana or relevant service provider) to store your credit or debit card information, and to process your payment automatically using such card information, according to the payment period as indicated by your subscription. You further agree to pay all applicable fees for the Products and Services you have subscribed to, as they become due, inclusive of all taxes. You further agree to reimburse us, and our payment affiliates, as well as any service providers, for all costs (and interest) related to collecting any unpaid overdue amounts. Service fees are refundable only within the first 30 days of service, with reason provided by you. Thereafter, additional services (including but not limited to consulting or development time) will not be refunded to you under any circumstances and Prismana reserves the right not to issue any refunds, except in extenuating circumstances, in Prismana’s sole discretion.
This section on Acceptable Use details the uses of our Products and Services that we absolutely prohibit. If you do not agree to this section, use of our Products and Services is strictly prohibited. Therefore, if you do use our Products and Services, you are hereby consenting to this Acceptable Use policy. Determination as to whether you are in violation of this Acceptable Use policy is strictly in our discretion. You may not use our Products or Services for any unlawful purposes or illegal activities. You may not use the Products or Services in any manner that is abusive or in any way diminishes other members’ use or enjoyment of our Products and Services. You hereby agree that our Products and Services are for professional use by you only, and you further agree that you shall not use the Site or our Products or Services for any of the following specific purposes (all of the following, or others, shall be, individually and collectively “Misuse”). The following list is only a partial list, and is further subject to change, by us, in our discretion, from time to time, without notification to you:
- Launching (or aiding in) a “Denial of Service” attack on our Products or Services, or those of any third parties with which we work;
- Attempting to, (or succeeding in) break or bypass any security mechanisms within our Services;
- Reverse-engineering or testing our Products or Services, for any purpose, including to look for limitations, vulnerabilities or evade filtering functions;
- Using our Products or Services in any manner that could result in liability, losses, damages or danger to, or legal violations for Prismana or any relevant third party;
- Manipulation of any phone-based verification systems (e.g. Craigslist) through use of our Products or Services;
- Using Prismana’s (or relevant third party’s) Products or Services to engage in or perpetuate fraud, or for the promotion of or the engaging in any illegal activities;
- Using our Products or Services to send emails to recipients who did not sign up for or request such communication (i.e. spam);
- Sending any calls to life-line services, such as hospitals, fire, police, 911 or utility- related telephone numbers;
- Collecting information of other members or other individuals without their consent through our Site or through use of our Products or Services;
- Disruption of any networks related to the Products or Services, including through violation of the policies, regulations, or procedures of such networks, or interfering with such networks in any way;
- Using password mining or other hacking to gain (or attempt to gain) unauthorized access to our Products or Services, or access to other members’ accounts, or our computer systems or any networks connected to the Products and Services;
- Preventing or interfering in any way with any other member’s use or enjoyment of the Prismana Site, Products or Services; or
- In general, using our Services in a manner not authorized by Prismana or in violation of any local, state, or federal law, or engaging in any other activity that Prismana believes, in its sole discretion, could subject Prismana to criminal liability or civil penalty or a judgment against it.
Limited License to Access Site; All Rights Reserved
Only as necessary for your use of the Products and Services, we grant you a limited, non-exclusive and fully revocable license, in our discretion, to access and make personal use of our Site, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Prismana. This license does not grant you any right to use the Site or any Content on it for commercial use or resale, or for a collection and use of any pages, or derivative use of this Site or the Content on it, or for the use on the Site of any data mining, including by robots or any other data gathering and extraction tools, all of which are strictly prohibited. You may not reproduce, copy, sell, resell, or visit for any commercial exploitation purposes, the Site or any portion of the Site, without the express written permission of Prismana. You may not enclose any logo, trademark, or other proprietary information of Prismana by framing or other utilization of other framing techniques (including images, text, page layout, or form) of Prismana without our express written consent. You may not use any “hidden text,” including any meta-tags, utilizing the name(s) of Prismana or any third party, or any respective service marks thereof, without the express written consent of Prismana or relevant owner. Prismana, as well as each respective owner of any such Content, retains all right, title, and interest in and to the Site and all of its Content, features and Services offered on the Site, including all intellectual property rights thereto. Prismana, as well as each respective owner of any such Content, reserves those rights not expressly granted by us herein, and warns that all unauthorized use of the Sites and its Content, Products and Services, will terminate all licenses granted herein by Prismana, as well as any permission granted to you herein.
Trademarks and Service Marks
Prismana, Prismana.com, and all trademarks, service marks, graphics and logos used by Prismana or contained on the Site, are trademarks or registered trademarks of Prismana or the licensors of Prismana. Prismana’s service marks, trademarks, logos, and/or trade dress include but are not limited to the Site’s domain name, page headers, custom graphics, and button icons. Any other intellectual property contained on the Site not owned by Prismana (whether trademarks, service marks, trade dress, company names or logos, or names of Products or Services, whether they are registered or not, are the property of their respective owners. In addition to your compliance with applicable laws, you hereby agree not to utilize any such trademarks, service marks, trade dress, names or logos contained on the Site without Prismana’s (or relevant owner’s) prior express written permission.
Information you submit to the Site
Except with regard to personal information submitted to the Site by you (which shall be maintained in accordance with our Privacy Statement ), any information submitted or transmitted by you to us or to the Site, whether it is a submission, direct entry, e-mail, social post, or other kind of submission, including comments, questions, opinions, suggestions, data, or any other information, will be automatically considered by us to be non-confidential and non-proprietary, and will be automatically the immediate property of Prismana. We may use such information for any purpose, in our sole discretion, including, without limitation, for disclosures, solicitations, reproduction, creation of analyses and derivative works, publications, transmissions, broadcasts, and any other postings by us. Prismana may, without limitation, use those ideas, concepts, know-how, and techniques contained in any transmission, communication, or submission you make to the Site or to Prismana on any of its pages, or by any other means, for any purpose in our sole discretion. If you submit any information or other material that may be protected by intellectual property rights (such as videos, images, social media posts, articles, etc.) to the Site, you hereby warrant, represent, and covenant to Prismana that you possess all the necessary rights to exhibit, copy, and display such information, and that our exploitation of such material shall not infringe upon the intellectual property rights of any third party. You hereby waive all claims to such transmissions or submissions, without exception, whether in intellectual property law or otherwise. Furthermore, should any such submitted information or material not be held to be fully owned by Prismana, you hereby agree to grant to us a non-exclusive, royalty-free, fully transferable and sub-licensable, worldwide license to use any such material posted by you on or in connection with Prismana or the Site, in all media, in perpetuity. We agree that such license granted by you to Prismana herein shall end upon deletion of the material or information, or the cancelling of your account, unless such material or information has been shared with others on the Site, and they have not deleted it or cancelled their accounts. Furthermore, be advised that Prismana will not be obligated to indefinitely store any material or information submitted or transmitted by you to the Site or to Prismana or any of its pages. Prismana may delete all such material or information ninety (90) days after your account has been cancelled, unless it is renewed prior to the expiration of such time.
Any and all of the following uses or attempted uses of the site are strictly prohibited: (i) any use that is for an unlawful, fraudulent, malicious, or unauthorized purpose; (ii) any use that could cause any damage or disability to, or which could overburden, a server or network connected to a server; (iii) any use that could interfere with another person or entity’s full use or enjoyment of the Site; (iv) any use designed to gain unauthorized access to the accounts, computer systems, or the networks of others through hacking, password mining or any other means; (v) any use designed to gain access to any information, systems, or data that we did not intend to be made accessible to a user or to you; (vi) any use designed to obtain or made in an attempt to obtain any information or materials by any means not intentionally made available to you by us; and (vii) any use whatsoever other than the business purpose for which it was intended.
While using our Site, you also hereby agree not to:
(a) Transmit, upload, or submit any message, information, data, text, software, images, audio, or video, or any other content that is unlawful, threatening, abusive, harassing, defamatory, harmful, vulgar, obscene, tortious, libelous, or otherwise objectionable (in our sole discretion), or that may invade another’s right of privacy or publicity;
(b) Create a false identity or persona, for the purpose of misleading others, or impersonate any other person or entity, including, without limitation, any representative of Prismana, or falsely state or otherwise misrepresent that you are affiliated with an individual or an entity;
(c) Upload, transmit, or submit any material that you do not have a right to upload, transit, submit, reproduce, display or exhibit, under any law or as a result of a contractual relationship (such as by nondisclosure agreement);
(d) Upload or attempt to upload any files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of our Site, or any network or server, or another’s person or entity’s computer or property;
(e) Delete or attempt to delete any author attributions, legal notices or proprietary designations or labels contained on or within any material uploaded, transmitted, or submitted by you to any communication feature on the Site;
(f) Use the communication features on the Site in a manner that adversely affects the availability of its resources to other users or which unreasonably mars the experience of others on the Site (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text), in Prismana’s sole view or opinion;
(g) Upload, transmit, or submit any form of solicitation (whether commercial or otherwise), including but not limited to all unsolicited advertising, promotional materials, spam, junk mail, chain letters, or pyramid schemes;
(h) Violate, or attempt to violate, through your use of the Site any local, state, national or international laws, in Prismana’s sole view or opinion;
(i) Upload, transmit, or submit any material that infringes any intellectual property of Prismana or any third party, including patents, trademarks, service marks, trade secrets, copyrights or any other proprietary rights of such party;
(j) Alter or delete any post of another person or entity on the Site, unless such material is incorrect (in Prismana’s view) and you are further permitted to alter or delete it;
(k) Change or display, in unauthorized manner, the Site, or any component thereof, through framing, or creating deep-links to the Site that by-pass the Site’s home page, or mirroring or similar navigational technology, or by directly linking to any portion of the Site other than the main homepage, Prismana.com (or any subdomain thereof), in accordance with the Limited License and Site Access outlined above, unless such permission has been expressly provided by Prismana, to you, in writing;
(l) Test the vulnerability of the Site or its related networks or systems, including but not limited to by probing, scanning, or breaching any authentication measures thereof;
(m) Register, attempt to register, subscribe, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any third party for any services of Prismana or which are offered on the Site, unless you are expressly authorized by such third party to do so;
(n) Collect or harvest any information about others, including but not limited to e-mail addresses;
(o) Access the Site or copy any content or information thereon, through use of a robot, spider, scraper, or any other automated or other such manual method;
(p) Copy, replicate, alter, adapt, translate, sell, sublicense, reverse engineer, decompile or disassemble any portion of the Site or the contents or Products or Services contained thereon;
(q) Conduct group discussions (such as chatlines or chat rooms) through use by multiple people of the Site’s communication features;
We reserve the right to take any lawful actions we may deem appropriate as a result of your actual or suspected violations of the foregoing, or any other action we reasonably deem inappropriate on our Site, including, without limitation, the suspension or termination of your account and access to the Site and its feature. We are authorized to cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged criminal activity or civil wrongdoing, including (subject to the terms of the Privacy Statement) through the disclosure of any information Prismana deems necessary to satisfy the request of any governmental or law enforcement entity, or to comply with any applicable law, regulation, or legal process. We further reserve the right to edit, to refuse to post, or to remove any information or materials, in whole or in part, in our sole discretion.
Right to Monitor Use
With the exception of Prismana’s right to remove or delete user-submitted content per above, to the extent that any of the Content included in the Site is provided by users or third party content providers, Prismana has no editorial control or responsibility over such Content. Prismana does reserve the right to remove or delete any post, transmission, or submission from all social network, user group, or support forum. As a result, any opinions, statements, services or other information expressed or made available by users of the Site, or any third-party suppliers on the Site, are those of such users or third-party suppliers, and do not represent the opinions of Prismana. We do not endorse the accuracy or reliability of any promise, guarantee, opinion, statement, or other information provided by any user or third-party supplier, or make any representations or warranties with regard to their accuracy or reliability. We in no way represent or warrant that your use of the Content or service providers displayed or referenced on the Site, will not infringe the rights of any third parties not owned by or affiliated with Prismana.
Links to Third-Party Sites
Applicability of Other Terms
Please be aware that other than the instant terms and conditions, additional or differing terms and conditions (“Other Terms”) may apply to other available features, or Content, or to the purchase of Products and Services from Prismana, or any subsidiary or affiliate of Prismana. Where such Other Terms are applicable, they will be set forth either at the location of such other available features, Content, or purchased Products or Services, or through a link provided to you in conjunction with your accessing any such features, Content, or purchased Producers or Services. It is recommended that you carefully familiarize yourself with all such Other Terms, where applied, prior to your accessing or using such additional features, Content, or Producers or Services. All Other Terms are incorporated into by reference, and thus made a part of this Agreement. In the event there is a conflict in the terms contained in this Agreement and any applicable Other Terms, those terms contained in the applicable Other Terms shall control with respect to the subject matter to which such Other Terms apply.
Reservation of Rights
Prismana reserves the right, within in its sole discretion and all applicable laws, to refuse to create any account or to provide Products or Services to any party, at any time, including the right to terminate any account and/or subscription, at any time. Prismana further reserves the right to remove any and all Content from the Site in its discretion, and to change, interrupt, limit, suspend, cancel, or discontinue, either temporarily or on a permanent basis, access to the Site or any subscription to the Site, whether in whole or in part, to any individual. Such actions may be taken by Prismana, as Prismana deems necessary, for purposes of maintenance, upgrades, and the like, to maintain the Site or to comply with applicable law, or for any other reason, within the applicable laws, in Prismana’s discretion. Prismana shall have no liability to your or to any third party as a result of any such modifications, suspensions or discontinuances of the Site or subscriptions to Prismana products or services, and shall further have no obligation to refund any payments made pursuant to this Agreement or other.
Privacy Statement and Notice of Privacy Practices
We highly recommend you consult our Privacy Statement, which describes Prismana’s information practices and procedures, related to personal information we collect at this Site, as well as other privacy-related issues.
Limited Warranty and Warranty Disclaimer
FOR THE SAKE OF CLARITY, YOU ALWAYS USE THIS SITE AT YOUR SOLE RISK. ALL CONTENT, PRODUCTS, AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND PRISMANA EXPRESSLY DISCLAIMS ALL WARRANTIES OR GUARANTEES WITH RESPECT TO THE USE OF THE SITE, WHETHER IT IS EXPRESSLY MADE, IMPLIED, OR STATUTORILY CONVEYED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY, AND PRISMANA MAKES NO GUARANTEES WITH RESPECT TO THE RESULTS OF ITS PRODUCTS OR SERVICES. PRISMANA MAKES NO WARRANTY THAT ANY CONTENT ON THE SITE IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS- OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED IF POINTED OUT TO PRISMANA.
Limitation of Liability
In addition to the above warranty disclaimers, Prismana specifically disclaims, and you specifically agree to this disclaimer, all CONSEQUENTIAL, EXEMPLARY, SPECIAL, or INCIDENTAL DAMAGES, including any LOST PROFITS, which may arise from your use of the Site, your inability to use the Site, or your use of any Prismana Products or Services, even where Prismana knew or should have known about the possibility that such damages may occur. In no event will Prismana be liable for any of said damages. Additionally, by your use of the Site and Prismana’s Products or Services, you expressly agree that Prismana’s total aggregate liability arising from or related to your use of the Site, or Prismana’s Products or Services, whether in contract, tort, or otherwise, shall in no case exceed either one hundred dollars ($100.00), or the subscription fees or purchase price for any Product or Service of Prismana, whichever is greater.
Warranty Disclaimer and/or Limitation of Liability May Not Apply
Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this limited warranty will not apply to the extent prohibited by applicable law.
Compliance with All Laws
Every time you visit the Site or send or receive e-mails to or from Prismana, you are communicating with us electronically. You hereby consent to receive communications from us electronically. Prismana will communicate with you either through e-mail or through posted notices on the Site. You agree that by sending you notices, agreements, disclosures, or any other communications via e-mail or posted on the Site, we have satisfied any legal requirement that such communications be “in writing.” You further agree that we will have satisfied any relevant notice requirements by e-mailing such notice to you or posting it on the Site, and that such notice will be deemed given and received as of the date that any such notice is e-mailed or posted.
Governing Law; Jurisdiction; Venue; Severability of Provisions
Password Accounts, Passwords, and Security
All individuals opening an account with Prismana that will allow them access to password-protected areas of the Site will be required to complete the registration process by inputting current, complete and accurate information as prompted by the relevant registration form, which will include at a minimum: (1) your name, (2) your business name and mailing address, (3) information on the primary administrator of the account, (4) the domain you intend to use the Product and Services on, (5) billing and payment and related information, and (6) a password and user name for your account. All individuals who have opened such an account on the Site are entirely responsible for maintaining the confidentiality of their own password and account information, and for any and all activities that occur under the account. You expressly agree that you will immediately change your password and notify Prismana of any unauthorized use of your account or any breach of security with regard to your account with Prismana of which you become aware, and that you will entirely exit from your account at the end of each online session. Prismana will not be liable for any losses incurred as a result of anybody gaining unauthorized access to a Prismana account, or the unauthorized use of a member’s password or account, whether it is with or without the knowledge of such member. However, members will be held liable for losses incurred by Prismana or any other party as a result of someone gaining unauthorized access to such member’s account and/or password. Use of any other member’s account is strictly forbidden at all times.
No Agency Relationship
You hereby agree to allow Prismana to reference you and/or your company as a client or customer of our Products or Services, for purposes of Prismana’s self-promotion, advertising, and marketing.