Terms and Conditions
The PrismX website and mobile application and related services, including software, content, and Language Proficiency Assessment Services (the Service or Service or Services) are operated by PrismX Inc. Access and use of the Service is subject to the following Terms and Conditions of Service (“Terms and Conditions”). By accessing or using any part of the Service, the User (User or Users) represents that they have read, understood, and agree to be bound by these Terms and Conditions including any future modifications. If the User does not agree to abide by these Terms and Conditions, the User is not authorized to use, access or participate in the Service. PrismX offers some free content and features, but it is not completely cost-free. Services that are only offered for payment are clearly detailed and marked. To allow for a high standard of technology and learning material, fees are necessary. However they are not charged without explicit warning to the User.
USER REPRESENTATION AND WARRANTIES
Users represent and warrant to PrismX that their access and use of the Service will be in accordance with these Terms and Conditions and with all applicable laws, rules, and regulations of the Commonwealth of Massachusetts, USA.
User will not use, display or otherwise provide on or through the Service any content that: (a) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights); or (b) in PrismX’s sole judgment, is objectionable or which restricts or inhibits any other person from using the Service or which may expose PrismX or its users to any harm or liability of any kind.
INDEMNIFICATION OF PRISMX
User agrees to defend, indemnify, and hold harmless PrismX Inc., and its directors, officers, employees, contractors, agents, suppliers, licensors, successors, and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities, and damages whatsoever, including attorneys’ fees, arising out of or relating to User’s access or use of the Service.
Subject to these Terms and Conditions, PrismX grants the User a non-transferable, non-exclusive license to download, install, access, and use, as applicable, one copy of the Service in object code form on an interactive wireless device or a computing device that User owns or controls. User may not derive or attempt to derive the source code of all or any portion of the Service, permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Service or any part thereof. PrismX and its licensors own and shall retain all intellectual property rights and other rights in and to the Service, and any changes, modifications, or corrections thereto.
NO REPRESENTATIONS OR WARRANTIES BY PRISMX
The Service, including all images, audio files, and other content therein, and any other information, property, and rights granted or provided to User by PrismX are provided to User on an “as is” basis. PrismX and its suppliers make no representations or warranties of any kind with respect to the service, either express or implied, and all such representations and warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement, are expressly disclaimed. Without limiting the generality of the foregoing, PrismX does not make any representation or warranty of any kind relating to accuracy, Service availability, completeness, informational content, error-free operation, results to be obtained from use, or non-infringement. Access and use of the Service may be unavailable during periods of peak demand, system upgrades, malfunctions or scheduled or unscheduled maintenance, or for other reasons. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to certain Users.
LIMITATION OF LIABILITY
In no event shall PrismX be liable with respect to the Services for (a) Any amount in the aggregate in excess of the fees a User has actually paid to PrismX during the twelve (12) month period immediately preceding the event(s) giving rise to such liability; (b) Any lost profits, lost or damaged content, or other data; (c) Any direct, indirect, incidental, punitive, special, exemplary or consequential damages of any kind whatsoever. The User agrees that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the agreement between PrismX and the User. The User understands that the Service would not be provided without such limitations. Certain jurisdictions do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to those Users and such Users may have additional rights.
PrismX may terminate User’s access and use of the Service immediately at any time, for any reason, and at such time User will have no further right to use the Service. User may terminate their PrismX account at any time by following the instructions made available through the Service. The provisions of these Terms and Conditions relating to the protection and enforcement of PrismX proprietary rights, User representations and warranties, disclaimer of representations and warranties, release and indemnities, limitations of liability and types of damages, ownership of data and information, governing law and venue, and miscellaneous provisions shall survive any such termination.
PROPERTY RIGHTS IN SERVICE CONTENT AND ACTIVITY MATERIALS
All content available through the Service, including designs, text, graphics, images, information, software, audio, video and other files, and their selection and arrangement are the proprietary property of PrismX or its licensors. No Service or Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms and Conditions. User may not use any data mining, robots, scraping, or similar data gathering or extraction methods to obtain Service Content. As between User and PrismX, all data, information, and materials generated from User’s access and use of the activities made available on or through the Service shall be exclusively owned by PrismX and User shall not have any right to use such Materials except as expressly authorized by these Terms and Conditions. By using the Service, User hereby assigns to PrismX any and all rights, title and interest, including any intellectual property rights or proprietary rights, in the Activity Materials. All rights of PrismX or its licensors that are not expressly granted in these Terms and Conditions are reserved to PrismX or its licensors.
“PrismX” and all other trademarks, Service marks, graphics, and logos used in connection with the Service are trademarks or Service marks of PrismX Inc. Access and use of the Service does not grant or provide the User with the right or license to reproduce or otherwise use the PrismX name or any PrismX or third-party trademarks, Service marks, graphics, or logos.
GOVERNING LAW AND ARBITRATION
These Terms and Conditions, its subject matter and PrismX and Users’ respective rights under these Terms and Conditions shall be governed by and construed under the laws of the Commonwealth of Massachusetts, USA.