Thank you for your interest in the Prism Service. If you have registered with the Prism, then please review this Terms of Service contract, which govern your registration and use of all Prism Services. All services are provided by Perceptive Automation, LLC. and High Earth Orbit (hereafter “PrismProvider”) to you (“Member”).
1. ACCEPTANCE OF TERMS
By using or registering for the Prism Service (defined below), Member agrees to these terms and conditions (“Terms of Service”) and the Prism Privacy Policy. Member agrees to accept notices electronically. Each time Member uses a Prism Service, Member reaffirms its acceptance of the then-current Terms of Service. If Member does not wish to be bound by these Terms of Service, Member must discontinue using the Prism Services. Member cannot use or sign up for Prism Services until it has accepted these Terms of Service.
2. DESCRIPTION OF SERVICE
PrismProvider is providing members the “Prism Service” as a web-based relay mechanism allowing remote access to remote computer services. Prism Service includes all software, products, and subscriptions that enable this remote access ability. Member must provide a fully licensed Prism-enabled application and must have Internet access from the computer running the Prism-enabled application to the goprism.com hosted server. The Prism Service will provide access to the Prism-enabled application via its hosted server.
3. CHANGES TO THIS POLICY
PrismProvider may change these Terms of Service at any time and in its sole discretion. The modified Terms of Service will be effective immediately upon posting and Member agrees to the new posted Terms of Service by continuing its use of the Prism Services. PrismProvider will provide at least 30-days’ notice before any material changes take effect. If Member does not agree with the modified Terms of Service, Member must discontinue using the Prism Services, and cancel its account.
4. MODIFICATIONS TO SERVICE
PrismProvider reserves the right to modify or discontinue the Prism Service with or without notice to the Member. PrismProvider shall not be liable to the Member or any third party should PrismProvider exercise its right to modify or discontinue the Service.
5. ACCEPTABLE USE AND NO RESELL OF SERVICE
Member agrees to use the Prism Service only for accessing Prism-enabled applications, as defined by PrismProvider. Any other use or attempted use may result in, at PrismProvider’s discretion, immediate termination of Member’s account with forfeiture of all possible monetary refunds.
The Member’s right to use the Prism Service is personal to that specific individual. The Member agrees not to resell the Prism Service or any of its parts without the express written consent of PrismProvider.
6. MEMBER ACCOUNT, SECURITY AND PASSWORD
Member will assign a password for their Prism Service account upon creation. Member is entirely responsible for any and all activities which occur under their account. Member agrees to immediately notify PrismProvider of any suspected or known unauthorized use of their account.
Member understands that the Prism Service will enable remote access to their computer and Prism-enabled applications. Member agrees to enable password protection and assign a strong password to their Prism-enabled applications. PrismProvider shall not be liable for any unauthorized use or access of Member’s computers, or Prism-enabled applications.
7. REFUND POLICY
Prism Services billed monthly are not eligible for refund. Subscriptions can be cancelled at any time and no future billing will occur. Prism Services billed annually will be refunded upon request, after cancellation, at a prorated rate based on the remaining service value.
8. DISCLAIMER OF WARRANTIES
YOUR USE OF ANY PRISM SERVICES, PRODUCTS OR SOFTWARE IS AT YOUR SOLE RISK. THE PRISM SERVICES, PRODUCTS AND SOFTWARE ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. SPECIFICALLY, PRISMPROVIDER AND ITS VENDORS DISCLAIM IMPLIED WARRANTIES THAT THE PRISM SERVICES, PRODUCTS AND SOFTWARE ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. PRISMPROVIDER AND ITS VENDORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRISM SERVICES, PRODUCTS AND SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRISM SERVICES, PRODUCTS AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRISM SERVICES, PRODUCTS AND SOFTWARE WILL BE CORRECTED. PRISMPROVIDER AND ITS VENDORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRISM SERVICES, PRODUCTS AND SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. PRISMPROVIDER PROVIDES THE PRISM SERVICES, PRODUCTS AND SOFTWARE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO ACCESS OR USE THE PRISM SERVICES, PRODUCTS AND SOFTWARE AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT PRISMPROVIDER WILL HAVE ADEQUATE CAPACITY FOR THE PRISM SERVICES, PRODUCTS AND SOFTWARE AS A WHOLE.
9. LIMITATION OF LIABILITY
PRISMPROVIDER’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH PRISMPROVIDER (INCLUDING WITHOUT LIMITATION YOUR USE OF PRISM SERVICES, PRODUCTS AND SOFTWARE) IS TO DISCONTINUE YOUR USE OF THE PRISM SERVICES, PRODUCTS AND SOFTWARE. PRISMPROVIDER AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE PRISM SERVICES, PRODUCTS AND SOFTWARE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH PRISM SERVICES, PRODUCTS AND SOFTWARE. THESE EXCLUSIONS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF PRISMPROVIDER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PRISMPROVIDER AND ITS VENDORS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. PRISMPROVIDER DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH PRISM AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
10. INDEMNIFICATION
The Member agrees to indemnify and hold PrismProvider, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Member’s use of the Prism Services, the violation of this contract by the Member, or the infringement by the Member, or other user of the Prism Service using the Member’s computer, of any intellectual property or any other right of any person or entity.
11. TERMINATION
Either PrismProvider or the Member may terminate the Prism Services with or without cause at any time and may do so immediately. PrismProvider shall not be liable to the Member or any third party for termination of the Prism Services. Should the Member object to any terms or conditions of this contract or any subsequent modifications thereto or become dissatisfied with the Prism Services in any way, the Member’s only recourse is to immediately: (1) discontinue use of the Prism Service; (2) terminate the Member’s account and subscriptions; and (3) notify PrismProvider of the Member’s termination. Upon termination of the Prism Services, the Member’s right to use the Prism Services immediately ceases. The Member shall have no right and PrismProvider will have no obligation thereafter to handle any services for the Member or any third party related to that Member.
12. GOVERNING LAW AND PROVISIONS
This agreement shall be construed and enforced in accordance with the laws of the State of Texas. Member consents all claims to the jurisdiction of the courts of the State of Texas. If any part of this agreement is declared under statue or applicable law to be invalid, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms. This agreement may only be modified with documented approval by an authorized officer of PrismProvider.