Introduction; Your Agreement to these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT” OR "TERMS OF SERVICE") CAREFULLY PRIOR TO USING THIS WEB SITE.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION WHICH (IF YOU ARE RESIDENT IN THE USA OR ELSEWHERE IN THE WORLD, BUT NOT IF YOU ARE A CONSUMER IN THE EUROPEAN UNION) REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.
Welcome to the reading and writing platform operated by Prose, LLC (“Prose”) consisting of the web site available at the URL https://theprose.com and all related services, software applications and networks in conjunction with the web site (the “Prose Service”). The Prose Service also includes any other sites or services that link to these Terms of Service. Other services offered by Prose may be subject to separate terms (in which case we will let you what terms will apply to those services).
The following Terms of Service for the Prose Service is a legal contract between you and Prose regarding your use of the Prose Service.
Prose may offer certain additional services for which you can agree to pay fees to Prose. The applicable terms will be made available on the applicable Prose web page and will supplement these Terms of Service. If you register and/or use any such paid fee services, you will be asked to agree to and comply with the Prose Terms of Sale which are also incorporated herein by reference. The Prose Terms of Sale is hereby incorporated by reference (this means legally that they form a part of these Terms of Service).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING FROM OR USING THE PROSE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE PROSE SERVICE OR, IF YOU ARE A CONSUMER RESIDENT IN THE EUROPEAN UNION, CONTACT US AT TO DISCUSS ANY CONCERNS YOU MAY HAVE REGARDING THESE TERMS OF SERVICE.
IF YOU ARE USING OR OPENING AN ACCOUNT WITH PROSE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A “SUBSCRIBING ORGANIZATION”) THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS OF SERVICE; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS OF SERVICE, AND (IV) AGREE TO THESE TERMS OF SERVICE ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
The Prose Service is owned and operated by Prose. Unless otherwise indicated, all Content and other materials on the Prose Services, including, without limitation, Prose’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence). All Materials contained on the Prose Service are the proprietary property of Prose or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Prose or its affiliates and/or third-party licensors. Prose reserves all rights not expressly granted in these Terms of Service.
Unless otherwise expressly stated in writing by Prose, conditioned on your ongoing compliance with this Agreement, you are granted a limited, non-exclusive, personal, non-assignable, revocable, non-sublicensable license (i.e. a personal and limited right) to access and use the Prose Service during the term of this Agreement, for your personal, internal use only, subject to and consistent with the terms of this Agreement and the intended purpose of the Prose Service.
This license is subject to these Terms of Service and does not include any of the following: (a) any resale or commercial use of the Prose Service or the Materials; (b) the distribution, public performance or public display of any Materials (except for Partner Content by the Partner posting the Partner Content – this is all explained further below); (c) modifying or otherwise making any derivative uses of the Prose Service or the Materials, or any portion of them; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the Prose Service, the Materials or any information contained in them, except as expressly permitted on the Prose Service; or (f) any use of the Prose Service or the Materials except for their intended purposes. Any use of the Prose Service or the Materials except as specifically authorized in these Terms of Service, without the prior written permission of Prose, is strictly prohibited and your failure to comply with them may have legal consequences which may include violating applicable laws, including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in these Terms of Service, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication or other legal principles. This license can be terminated.
Individual Features and Services.
When using the Prose Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted online and notified to you from time to time (the “Guidelines”). All these Guidelines are hereby incorporated by reference into these Terms of Service (i.e. they are made part of these Terms of Service).
Modification of these Terms of Service.
Prose reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms of Service at any time (for example to reflect updates to the Prose Service or to reflect changes in the law).
If Prose changes these Terms of Service, we will provide you with prior notice of these changes by sending you an email, posting a notice on the Prose Service and/or updating the “Last Updated” date above. Please check these Terms of Service and any Guidelines periodically for those changes. Your continued use of the Prose Service after providing you with notice of same and thereafter posting such changes constitutes your binding acceptance of such changes. We will always notify you if we do change these Terms of Service.
Repeat Infringer Policy.
In accordance with the DMCA and other applicable laws around the world, Prose has adopted a policy that it will promptly terminate without notice any user's access to the Prose Service if that user is determined by Prose to be a “repeat infringer.” A repeat infringer includes, without limitation, a user who has been notified by Prose of infringing activity violations more than twice and/or who has had their Partner Content or any other user-submitted content removed from the Prose Service more than twice. Prose may also at our sole discretion limit access to the Prose Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
In addition, Prose accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials.
PROSE, TheProse, the Prose logos and any other product or service name or slogan contained in the Prose Service are trademarks of Prose or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Prose or the applicable trademark holder. Any authorized use of these trademarks must be in accordance with any guidelines that Prose may provide you from time to time.
You may not use any metatags or any other hidden text utilizing “Prose” or any other name, trademark or product or service name of Prose without our prior written permission. In addition, the look and feel of the Prose Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Prose and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Prose Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us or any other affiliation.
Prose allows certain users (“Partner”) to generate revenue from their name and content. In addition, the Prose Service includes a donation service for Partners. Donations are transferred entirely to the writer, Prose takes no portion of donations. The Prose Service includes a subscription service for Partners. Revenue distribution is determined on a case-by-case basis, at Prose' discretion.
License from Prose.
If you sign up for an account as a Partner, conditioned on your ongoing compliance with these Terms of Service, Prose hereby grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable, freely revocable license to use the Prose Service for the publishing and distributing of authorized digital content (“Partner Content”), during the term of this Agreement, solely for your personal, internal use, subject to and consistent with the terms of this Agreement and the intended purpose of the Prose Service.
Partner Content Representations and Warranties.
You are solely responsible for your Partner Content and the consequences of posting or publishing it. By uploading and publishing your Partner Content, you represent, and warrant that: (1) you are the creator and owner of the Partner Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your Partner Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, or libel any other person; (3) your Partner Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (4) unless you have received prior written authorization, your Partner Content specifically does not contain any prerelease or non-public beta software or game content or any confidential information of Prose or third parties. Prose reserves all rights and remedies against any Partners who breach these representations and warranties.
Content Published at Your Own Risk.
Prose uses reasonable security measures in order to attempt to protect Partner Content. However Prose cannot guarantee that there will be no unauthorized copying or distribution of Partner Content nor will Prose be liable for any copying or usage of the Partner Content not authorized by Prose. You hereby release and forever waive any claims you may have against Prose for any such unauthorized copying or usage of the Partner Content, under any theory. THE SECURITY MEASURES TO PROTECT PARTNER CONTENT USED BY PROSE HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
Prevention of Unauthorized Use of Partner account.
Unless expressly permitted in writing by Prose, you may not sell, rent, lease, share or provide access to your Partner account to any third party, including without limitation charging any remuneration (e.g. money) to any third party for access to administrative rights on your Partner account. Prose reserves all available legal rights and remedies to prevent unauthorized use of the Prose Service, including, but not limited to, technological barriers, IP mapping, and in serious cases directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
Partners may promote, administer or conduct a promotion on, through or utilizing the Prose Service (a “Promotion”). A "Promotion" may also include a "challenge" that allows users to post writing prompts as challenges. If you are a Partner and you choose to administer or conduct a Promotion, you must follow the following rules:
You may carry out Promotions to the extent permitted by applicable local law and you are solely responsible for ensuring that you and any Promotions comply with any and all applicable local law obligations and restrictions.
You, at your expense, will be solely responsible for all aspects of your Promotion, including, without limitation, the execution, administration, and operation of the Promotion; drafting and posting any official rules; selecting winners; issuing prizes and awards (including the payment of money); and obtaining all necessary third party permissions and approvals, including, without limitation, filing any and all necessary registrations and bonds. Prose has the right to remove your Promotion from the Prose Service for any reason.
Prose is not responsible for and does not endorse or support any such Promotions. You may not indicate that Prose is a sponsor or co-sponsor of the Promotion.
You agree that your Partner Content will comply with all laws and regulations, including but not limited to the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (currently availablehere) as it may be subsequently amended from time to time (“Guidelines”). For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Prose Service, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Prose Service, you agree to comply with the Guidelines’ requirements for disclosing such relationships. You, and not Prose, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Prose Service.
Third Party Content.
In addition to the Partner Content, Prose may provide other third party content on the Prose Services and may provide links to web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. Prose does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third Party Content, nor we do not update or monitor it, therefore we are not responsible for any Third Party Content on the Prose Service. Users use such Third Party Content at their own risk.
The Prose Service may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Prose does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Prose Service are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
The Prose Services may include interactive areas or services (“Interactive Areas”), such as chat boxes or web forums, in which you or other users may communicate (“User Content” and collectively with Partner Content, “Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. BY USING THE PROSE SERVICE, INCLUDING THE INTERACTIVE AREAS, YOU AGREE NOT TO violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct while on the Prose Service.
You agree that you will comply with these Terms of Service and Rules of Conduct and will not:
Use the Prose Service for any purposes except to disseminate or receive original or appropriately licensed content and/or to access the Prose Service;
Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in these Terms of Service or any Materials (as defined in section 4);
Post, upload, or distribute any defamatory, libelous, or inaccurate Content;
Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Prose Service accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Prose Service, or perform any other similar fraudulent activity;
Delete the copyright or other proprietary rights notices on the Prose Service or Content;
Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Prose Service, including, without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar activities;
Harvest or collect the email addresses or other contact information of other users from the Prose Service for the purpose of sending spam or other commercial messages;
Use the Prose Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
Defame, harass, abuse, threaten or defraud Users of the Prose Service, or collect, or attempt to collect, personal information about Users or third parties without their consent;
Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Prose Service or Content, features that prevent or restrict use or copying of any content accessible through the Prose Service, or features that enforce limitations on the use of the Prose Service or Content;
Reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code of the Prose Service or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your country of residence;
Modify, adapt, translate or create derivative works based upon the Prose Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
Intentionally interfere with or damage operation of the Prose Service or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
Relay email from a third party’s mail servers without the permission of that third party;
Use any robot, spider, scraper, crawler or other automated means to access the Prose Service for any purpose or bypass any measures Prose may use to prevent or restrict access to the Prose Service;
Manipulate identifiers in order to disguise the origin of any Content transmitted through the Prose Service;
Interfere with or disrupt the Prose Service or servers or networks connected to the Prose Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Prose Service;
Use the Prose Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Prose Service, or that could damage, disable, overburden or impair the functioning of the Prose Service in any manner;
Use or attempt to use another user’s account without authorization from that user and Prose; or
Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Prose Service that you are not authorized to access.
Further, BY USING THE PROSE SERVICE, INCLUDING THE INTERACTIVE AREAS YOU AGREE NOT TO post, upload to, transmit, distribute, store, create or otherwise publish through the Prose Service any of the following:
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or regulation;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content;
Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable, or invasive of privacy or publicity rights;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
Viruses, corrupted data or other harmful, disruptive or destructive files; and
Content that, in the judgment of Prose, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Prose Service, or which may expose Prose or our users to any harm or liability.
In addition, if you post content containing explicit language or sexual content, you must flag your own post, allowing our content filtering system to filter the content out for users who have opted out of explicit material. ALL MINORS OR PARENTS OF MINORS ARE REQUIRED TO TURN ON THE CONTENT FILTER UPON REGISTRATION.
Prose takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Prose liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Prose Service is at your own risk. Enforcement of the user content or conduct rules set forth in these Terms of Service is solely at Prose’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Prose Service will not contain any content that is prohibited by such rules. As a provider of interactive services, Prose is not liable for any statements, representations or Content provided by our users in any public forum, personal home page or other Interactive Area. Prose does not endorse any Content or any opinion, recommendation or advice expressed therein, and Prose expressly disclaims any and all liability in connection with Content. Although Prose has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, Prose reserves the right, and has absolute discretion, to remove, screen or edit any Content posted or stored on the Prose Service at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Prose Service at your sole cost and expense. Any use of the Interactive Areas or other portions of the Prose Service in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Prose Service.
Rights in Content.
If you submit or post Content to the Prose Service you still own all right, title and interest in such Content. By posting content to Prose, you give us a nonexclusive license to publish it on the Prose Service, including anything reasonably related to publishing it (like storing, displaying, reformatting, and distributing it). In consideration for Prose granting you access to and use of the Service, you agree that Prose may enable advertising on the Service, including in connection with the display of your content or other information. We may also use your content to promote Prose, including its products and content. We will never sell your content to third parties without your explicit permission. You grant Prose and our sublicensees the right to use the name that you submit in connection with such Content, if we or they choose. For the avoidance of doubt, we will not modify any of your text other than to correct typos or omissions before publishing it. We may remove or change an image that is part of your Content.
By submitting or posting Content to the Prose Service, you agree that: (a) such Content is non-confidential; (b) you own and control all of the rights to the Content that you post or you otherwise have all necessary rights to post such Content to the Prose Service; (c) the Content is accurate and not misleading or harmful in any manner; and (d) the Content, and your use and posting of that Content in connection with the Prose Service, does not and will not violate these Terms of Service or any applicable law, rule or regulation in your country or elsewhere.
Account and Password.
You may wish to open a Prose account with us for a number of reasons, including a more personalized Prose experience or to upload and/or download or purchase content or any products, services, or information from Prose.
Once you have a Prose account you can purchase products and services (including subscriptions) via Prose. The Prose Terms of Sale explain how this works; please read carefully this important document, which is incorporated by reference into these Terms of Service (this means they legally form part of this document).
While Prose uses reasonable security precautions, you are solely responsible for maintaining the confidentiality of your account and password, for restricting access to your computer and for all activities that occur under your account or password. Please make sure you provide to Prose on registration and at all other times information which will be true, accurate, current, complete and kept up to date to the best of your ability.
If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you must immediately notify Prose email@example.com.
Third Party Accounts.
Prose may permit you to register for and log onto the Prose Service via certain third party social networks, such as by using Facebook Connect. If you log in via such social networks, the profile information connected to the account you use to log in to the Prose Service, including your name, may be used by Prose in order to provide and support your account. You also acknowledge and agree that Prose may publish information regarding your use of the Prose Service to and in connection with any such third party social network with which you use the Prose Service (unless you tell us otherwise) and that you accept and comply with all applicable data protection and privacy policies of such third party social network with regard to the collection, processing and/or transfer of your personal data.
Prose reserves the right, without notice and in our sole discretion, to terminate your license to use the Prose Service (including to post Partner Content), and to block or prevent your future access to and use of the Prose Service. This includes Prose having the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions. Your only remedy with respect to any dissatisfaction with (i) the Prose Service, (ii) any term of these Terms of Service, (iii) any policy or practice of Prose in operating the Prose Service, or (iv) any content or information transmitted through the Prose Service, is to terminate your account and discontinuing use of any and all parts of the Prose Service. In specific cases of breach of these Terms of Service (for example, infringement of Prose’s intellectual property rights or actions causing it financial loss), Prose may consider it appropriate to take legal action against you (though we will try to resolve matters amicably with you if possible).
The following does not apply if you are a consumer resident in the European Union:
You agree to indemnify, defend, and hold harmless Prose, its affiliated companies, contractors, employees, agents and its third party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Prose Service, any Content you post, store or otherwise transmit in or through the Prose Service, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. Prose reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Prose, and you agree to cooperate with Prose’s defense of these claims. Prose will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. If you are a Partner, the forgoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your Promotions or Partner Content.
Disclaimers; No Warranties.
The following section does not apply if you are a consumer resident in the European Union and may not apply in your state:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE PROSE SERVICE AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PROSE; (B) PROSE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS (“PROSE PARTIES”) DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PROSE SERVICE, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) PROSE DOES NOT REPRESENT OR WARRANT THAT CONTENT OR MATERIALS ON THE PROSE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) PROSE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE PROSE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE PROSE SERVICE SAFE, PROSE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PROSE SERVICE OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROSE OR THROUGH THE PROSE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 17, THE TERM “PROSE” INCLUDES PROSE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
Limitation of Liability and Damages.
Users in the USA and rest of the world (non-EU):
The following section does not apply if you are a consumer resident in the European Union and it may not apply in your state:
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL PROSE OR THE PROSE PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PROSE SERVICE, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM PROSE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PROSE’S RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROSE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE PROSE SERVICE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PROSE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN PROSE AND RECEIVED THROUGH OR ADVERTISED ON THE PROSE SERVICE OR RECEIVED THROUGH ANY REFERENCE SITES.
Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT PROSE HAS OFFERED THE PROSE SERVICES, PARTNER CONTENT, MATERIALS AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROSE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PROSE. PROSE WOULD NOT BE ABLE TO PROVIDE THE PROSE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
The following section only applies to you if you are a consumer resident in the European Union:
Neither Prose and its affiliates and partners in all cases, nor you (if you are an individual customer), will be responsible for: (i) losses that were not caused by any breach on their or your part; (ii) any indirect or consequential losses (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure); or (iii) any indirect or consequential losses that were not foreseeable by both you and us when the Terms of Service were agreed or updated as applicable. If you are a Subscribing Organization (as defined in section 1 of these Terms of Service) then you are not granted any rights under this section.
Applicable Law and Venue.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH PROSE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PROSE.
You and Prose agree to arbitrate any dispute arising from these Terms of Service or your use of the Prose Service, except that you and Prose are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Prose agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Prose shall be sent to 1914 North 34th Street Suite 200, Seattle, Washington 98103. You and Prose further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in King County, Washington; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in King County, Washington have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. The arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of Washington and applicable United States law, without giving effect to any conflict of laws that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Prose will not commence against the other a class action, class arbitration or other representative action or proceeding.
Prose may provide you with notices, including those regarding changes to Prose’s terms and conditions, by email, regular mail or postings on the Prose Service. Notice will be deemed given twenty-four hours after email is sent, unless Prose is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Prose Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Prose Service is deemed given 30 days following the initial posting.
The failure of either you or us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
If any provision of these Terms of Service or any guidelines is held to be unlawful, void, or for any reason unenforceable, then for both you and us that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms of Service and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Prose without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 7, 8, 11, 12 and 14-18.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Service, and will not be deemed to limit or affect any of the provisions of it.
If you are a consumer resident in the European Union and you disagree with the above, we encourage you contact us as soon as possible after you start using the Prose Service at firstname.lastname@example.org since otherwise they will be binding on you after a reasonable time period (usually 30 days unless there are exceptional circumstances).
The following section does not apply if you are a consumer resident in the European Union:
YOU AND PROSE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROSE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The Prose Service is offered by Prose, LLC, located at: 1914 North 34thStreet Suite 200, Seattle, Washington 98103 and email: email@example.com.