IMPORTANT: BY USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.
1. Acceptance of Terms
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on our website or application. You should check our Services periodically and review changes to the Terms at the following URL: http://prospera.ag/terms-of-use. By continuing to use the Services following such modifications, you agree to be bound by such modifications. If you are not comfortable with all of the provisions of these Terms, please do not use the Services.
Subject to the terms and conditions set forth herein, Prospera hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make solely internal business use of the Services for Your Employer’s business or in the event you are a member of a Cooperative – for your internal business purposes, only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
3. Limitations on Use
You undertake to use the Services solely for the internal business purposes of Your Employer or in the event you are a member of a Cooperative – for your internal business purposes. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Prospera IPR (as defined below) and/or use the Services as a service bureau; (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject Prospera or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services any unauthorized means, services or tools including without limitation any data mining, robots, or similar automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (viii) distribute, publish, send, or facilitate the sending of any advertisements, spam, inappropriate, inaccurate, misleading, fraudulent, libelous, defamatory, offensive, threatening, abusive or otherwise illegal content or content which infringes Intellectual Property Rights of third parties or their right for privacy; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (x) create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself; (xi) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; (xii) download or otherwise export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (xiii) use Third Party Software contrary to the Third Party Software Terms as defined and detailed in Section 14. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
The Services and/or Submitted Materials (defined below), including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, application “look and feel” and features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Prospera IPR“) are the property of Prospera and/or its respective affiliates which retains all right, title and interest in connection therewith.
No transfer or grant of any rights by Prospera is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Prospera IPR or otherwise, except for the limited license set forth in Section 2 above. In the event that by operation of law any of the Prospera IPR is not owned in its entirety by Prospera automatically upon its creation, then you hereby assign and agree to assign to Prospera the exclusive ownership of such Prospera IPR free of any charge or encumbrance. You agree to assist Prospera, at Prospera ‘s expense, to obtain for Prospera and enforce any Intellectual Property Rights for Prospera IPR worldwide. You will execute any documents that Prospera may reasonably request for use in obtaining or enforcing such Prospera IPR and other legal protections. You grant Prospera the right to use your trademarks, trade names and logos in order to refer to yourself as a customer of Prospera, for the purpose of promoting and marketing the Services and approaching prospective investors and customers.
“Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired
5. Submitted Materials
5.1 Submitted Materials. You shall have sole responsibility and liability for Submitted Materials. Prospera shall not be liable for any and all parts of the Submitted Materials and shall be entitled, under its sole discretion, to remove or edit any of the Submitted Materials at Prospera’s sole discretion and without notice or explanation. Nothing in these terms obligates Prospera to display your submitted materials or to use it at all or in a certain manner. You may not include personally identifiable information in your Submitted Materials.
5.2 Representations and Warranties. You represent and warrant to Prospera that your Submitted Materials: (i) comply with and will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including any intellectual property rights and the right to privacy, (ii) do not contain any threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate or any commercial content, (iii) are free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies).
5.3 “Submitted Materials” shall mean any and all material, Feedback (defined below), text, content, measurements, videos, photographs and information or other data provided and/or uploaded by you in connection with the Services.
5.4 Feedback. You shall provide Prospera results, yield data, feedback, suggestions, comments, ideas, questions, material, defects, errors or problems and any information regarding the Services necessary for Prospera (“Feedback”).
All data and information related to the Services and/or to Prospera or its affiliates, including without limitation all Submitted Materials, are confidential information of Prospera (“Confidential Information”). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. You shall restrict disclosure of Confidential Information to those of your fellow employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without our prior written consent. You shall also not reverse-engineer, decompile or dissemble the Confidential Information.
7. Your Account
You are solely responsible for any actions performed in the Services under your user name and password. Keeping your password safe is your sole responsibility. If you have any reasons to suspect that your password was discovered by any third party or that there was an unauthorized access to your account you will immediately notify Prospera and modify your Login Information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services.
8. User Warranties and Representations
You represent and warrant to Prospera that: (a) you have, and will have at all times, all permits, consents and right, title and interest in connection with the Services and as required to fulfill your obligations and grant to Prospera any and all rights, licenses and consents hereunder, including without limitation in respect of the Submitted Material; (b) you and your use of the Services will comply with all applicable laws; (c) you are not located in, under the control of, or a national or resident of any of the countries or entities referred to in Section 3 (xii) above and/or any country or entity that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE PROSPERA IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION PROSPERA IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROSPERA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
PROSPERA DOES NOT WARRANT THAT THE PROSPERA IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PROSPERA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROSPERA IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE PROSPERA IPR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL PROSPERA AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES, INCLUDING BUT NOT DEROGATING, ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUES, LOST INCOME, LOST GOODWILL, LOST USE, LOST DATA, LOST PRODUCT WARRANTY COVERAGE, OR ANY OTHER INTANGIBLE LOSSES, OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF THE PROSPERA IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY PROSPERA.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold Prospera and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) any use of your account and/or your use of the Services; (ii) any third party claim in respect of the Submitted Materials; (iii) any breach of these Terms.
13. Third Party Content
14. Third Party Software
The Services may use or include third party software, files and components (“Third Party Software”) that are subject to third party license terms (“Third Party Software Terms“). Your right to use such Third Party Software as part of, or in connection with the Services is solely subject to the Third Party Software Terms. If there is a conflict between the Third Party Software Terms and these Terms, the Third Party Software Terms shall prevail.
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Prospera IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion upon five (5) days’ written notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 5, 6, 8-16.
(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that Prospera has the right, at any time and for any reason, to redesign or modify the Prospera IPR and other elements of the Services or any part thereof; (iv) these Terms and the written agreement between Your Employer and Prospera is the entire agreement between you and Prospera regarding the subject matter herein. These Terms do not derogate from any terms and conditions of the written agreement between Prospera and Your Employer; (v) Prospera may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Prospera. Any unauthorized assignment will be void and of no force or effect; (vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Prospera any rights, remedies or other benefits under or by reason of these Terms; (vii) Prospera’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Prospera as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) Prospera or anyone on its behalf has the right to audit and monitor your use of the Services, including without limitation access to your facilities, records, data and computers; (x) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: [email protected]
Last updated May 5, 2020