Terms and Conditions of Use for PrismDiversity.com
THIS WEB PAGE IS A LEGAL DOCUMENT ("AGREEMENT") BETWEEN YOU ("USER") AND PRISM International, Inc. ("CORPORATION"). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE PRISMDIVERSITY.COM WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE PRISMDIVERSITY.COM WEB SITE. BY USING AND ACCESSING THE PRISMDIVERSITY.COM WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE PRISMDIVERSITY.COM WEB SITE. CORPORATION MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
TERMS AND CONDITIONS
These Terms and Conditions ("Agreement") are made as of the Effective Date by and between PRISM International, Inc., a Florida corporation with offices located at 312 West First Street, Suite
500, Sanford, FL USA 32771, ("Corporation") and the User, as defined hereunder.
WHEREAS, Corporation has developed and owns that certain PrismDiversity.com web site (as defined hereinafter) for use and access by User via the Internet; and
WHEREAS, User desires to access and use the PrismDiversity.com web site in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and Corporation hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.
PrismDiversity.com web site: The term "PrismDiversity.com web site" shall mean that certain Web Site referred to as the PrismDiversity.com web site, which is located on the Internet at http://www.prismdiversity.com, including any and all Corporation Technology used, incorporated, stored or accessible therein, as implemented on the Corporation System and made accessible to User through the Internet.
Effective Date: The term "Effective Date" shall mean the date the User accesses the PrismDiversity.com web site.
Corporation Marks: The term "Corporation Marks" shall mean trademarks, trade names, service marks and trade dress of Corporation and parent companies, subsidiaries and affiliates of Corporation, including, without limitation, the PrismDiversity.com.
Corporation System: The term "Corporation System" shall mean computer systems and communication equipment used for hosting the PrismDiversity.com web site and providing User access to the PrismDiversity.com web site.
Corporation Technology: The term "Corporation Technology" shall mean any and all Technology developed by or for Corporation
Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.
Licensed Content: The term "Licensed Content" shall mean third party Technology incorporated in whole or part into the PrismDiversity.com web site.
Link: The term "Link" shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
Password: The term "Password" shall mean that certain password and USER name assigned by Corporation to User for accessing all or part of the PrismDiversity.com web site as may be modified from time to time as provided hereunder.
Policy Statement: The term "Policy Statement" shall mean those certain written statements of policies (in printed or electronic form) concerning access to the PrismDiversity.com web site as may be adopted by Corporation and as modified by Corporation from time-to-time.
Restatements: The term "Restatements" shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
User: The term "User" shall mean the individual or entity accessing the PrismDiversity.com web site.
Technology: The term "Technology" shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
Term: The term "Term" shall mean a period of time starting on the Effective Date and ending on the date either party cancels the Agreement as provided hereunder.
Unauthorized Access: The term "Unauthorized Access" shall mean any access to PrismDiversity.com web site except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and ordering products through the PrismDiversity.com web site on behalf of User in accordance with this Agreement.
Unauthorized User: The term "Unauthorized User" shall mean any individual who accesses the PrismDiversity.com web site except for User and employees and agents of User authorized by User to access the PrismDiversity.com web site for purposes of viewing, browsing, retrieving, uploading and posting information on and ordering products through the PrismDiversity.com web site during the Term on behalf of User in accordance with this Agreement.
Web Site: The term "Web Site" shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a web site.
ARTICLE II: SCOPE OF USE
Section 2.01 -- Access: Corporation hereby grants User a non-exclusive, non-transferable and revocable license to access the PrismDiversity.com web site, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering products on or through the PrismDiversity.com web site, subject to the terms and provisions of this Agreement.
Section 2.02 -- Policy Statement: During the Term, User shall comply with the Policy Statement. Corporation may modify the Policy Statement from time to time at the exclusive discretion of Corporation.
Section 2.03 -- Password: User hereby accepts responsibility for, and shall be liable for, all access to the PrismDiversity.com web site in connection with the Password. User shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of Corporation.
Section 2.04 -- Unauthorized Access: User shall prevent Unauthorized Users from accessing the PrismDiversity.com web site. User shall prevent Unauthorized Access to the PrismDiversity.com web site.
Section 2.05 -- Cancellation: Corporation may cancel the Agreement for convenience and in the exclusive discretion of Corporation, upon providing written notice of such cancellation to User in accordance with Section 5.06 of this Agreement. User may cancel the Agreement, for convenience and in the exclusive discretion of User, upon providing written notice of such cancellation to User in accordance with Section 5.07 of this Agreement. Upon cancellation User shall immediately cease and desist any and all access to and attempts to access the PrismDiversity.com web site.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 -- Ownership and Title: Title to the PrismDiversity.com web site (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Corporation.
Section 3.02 -- Unauthorized Use: User shall not copy or download the PrismDiversity.com web site without the prior written consent of Corporation User shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, the PrismDiversity.com web site without the prior written consent of Corporation User shall not (directly or indirectly) promote, advertise, market or provide any Web Site similar to or competitive with the PrismDiversity.com web site.
Section 3.03 -- Trademarks: Corporation shall retain all rights, title and ownership interests in the Corporation Marks and goodwill associated therewith. User acknowledges that, excepting the Corporation Marks, all other product, service and company names mentioned in the PrismDiversity.com web site may be trademarks of their respective owners.
Section 3.04 -- Proprietary Information: User shall hold Corporation Technology in strict confidence and shall not access or disclose Corporation Technology except as otherwise permitted under this Agreement. User hereby acknowledges and agrees that the Corporation Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Section 3.05 -- No Contest: User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of Corporation in connection with the PrismDiversity.com web site.
Section 3.06 -- User Submissions: Any Technology (except the Password and billing information) uploaded, posted or submitted by User on the PrismDiversity.com web site shall be deemed non-confidential. User hereby grants Corporation an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, and display, such Technology, in whole or in part, in any manner and for any purpose whatsoever. In particular, User's contact information, including but not limited to: email address, mailing address and phone number, will be used to inform User of order status, sales, announcements, events and any other correspondence the Corporation deems necessary. User may "opt-out" of receiving marketing and announcement correspondence at any time by informing the Corporation via letter, email or verbal communication. User represents and warrants that User possesses all necessary rights, title and interests to rightfully grant Corporation the foregoing license, free and clear of any encumbrances, third party interests and restrictions. User also represents and warrants that all information provided by User in connection with the PrismDiversity.com web site and this Agreement is true, complete and accurate.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- Express Warranties: User hereby acknowledges and agrees that Corporation (including officers, employees, agents, directors and independent contractors of Corporation has not made or granted to User any express warranties concerning the PrismDiversity.com web site or any products and services offered through the PrismDiversity.com web site. User hereby acknowledges that the PrismDiversity.com web site does not constitute grant of an express warranty concerning any products and services offered through the PrismDiversity.com web site and User hereby waives any and all claims of warranty based on the PrismDiversity.com web site.
SECTION 4.02 -- WARRANTY LIMITATION: THE PRISMDIVERSITY.COM WEB SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CORPORATION, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL WARRANTIES BY CORPORATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE PRISMDIVERSITY.COM WEB SITE AND PRODUCTS AND SERVICES OFFERED THROUGH THE PRISMDIVERSITY.COM WEB SITE. CORPORATION DOES NOT WARRANT AND USER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE PRISMDIVERSITY.COM WEB SITE BY USER WILL BE UNINTERRUPTED OR ERROR FREE. CORPORATION DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE PRISMDIVERSITY.COM WEB SITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE PRISMDIVERSITY.COM WEB SITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND PRISMDIVERSITY.COM WEB SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE PRISMDIVERSITY.COM WEB SITE.
Section 4.03 -- Inaccuracies: User hereby acknowledges that the PrismDiversity.com web site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the PrismDiversity.com web site.
SECTION 4.04 -- LIMITATION OF LIABILITY: CORPORATION SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE PRISMDIVERSITY.COM WEB SITE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY USER; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE PRISMDIVERSITY.COM WEB SITE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
SECTION 4.05 -- LIMITATION OF DAMAGES: THE SOLE REMEDY OF USER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, THE PRISMDIVERSITY.COM WEB SITE, AND PRODUCTS AND SERVICES OFFERED THROUGH THE PRISMDIVERSITY.COM WEB SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE PRISMDIVERSITY.COM WEB SITE, AS DETERMINED BY CORPORATION.
Section 4.06 -- Indemnification: User shall release, defend, indemnify and hold harmless Corporation (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by User of the Internet, PrismDiversity.com web site or products or services offered through the PrismDiversity.com web site (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the PrismDiversity.com web site; (iii) User's negligence or any tortious acts (or failures to act) of User; (iv) products or services offered through the PrismDiversity.com web site; and (v) any breach by User of the obligations of User under this Agreement.
Section 4.07 -- Export Assurance: User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.08 -- Links: User hereby acknowledges that the PrismDiversity.com web site may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to User and do not constitute an endorsement by Corporation of such Web Sites and the third party content therein.
ARTICLE V: MISCELLANEOUS
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between Corporation and User relating to the subject matter hereof.
Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by Corporation and modifications made to this Agreement by Corporation, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of Corporation.
Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement shall be governed by the laws of the state of Florida and the City of Altamonte Springs, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Altamonte Springs, FL.
Section 5.06 -- User Notice: All notices to User shall be in writing. Notices to User shall be deemed delivered when posted conspicuously on the PrismDiversity.com web site or when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to User shall be deemed given when dispatched. Notices posted conspicuously on the PrismDiversity.com web site or delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 -- Corporation Notice: All notices to Corporation shall be in writing. Notices to Corporation shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for Corporation. Notices to Corporation shall be deemed given on the date notice is received by Corporation (as evidenced in the case of Certified or Registered Mail by Return Receipt).
Section 5.08 -- Promotional Items Products received at steep discounts or free with the purchase of another product or other criteria or a promotional code. In all cases, the free or discounted product must be returned (for refund) with the main product or if returning a product fails the promotion criteria, you will be charged an amount to bring the price to full retail value of the free/discounted product.
PRISM International, Inc.
312 West First Street, Suite 500
Sanford, FL USA 32771
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
Section 5.09 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to Corporation In addition to remedies at law and other rights which may be available, Corporation shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
Section 5.12 -- Public Announcements: All public announcements concerning the PrismDiversity.com web site or the relationship of User and Corporation shall be subject to the prior written approval of Corporation.
Section 5.13 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of MyTechnologyLawyer.com in Altamonte Springs, FL. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of MyTechnologyLawyer.com. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by MyTechnologyLawyer.com.
Section 5.14 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).