Terms and Conditions

TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. 

BY CONTINUING TO ACCESS THIS WEB SITE USER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Prolydian LLC, a Florida limited liability company whose principal place of business is 1497 Market Street, Tallahassee FL 32312 (“Vendor”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“User”). This Agreement is effective as of the date User first accesses (the “Effective Date”) the Prolydian Web Site at www.prolydian.com ("the System"). User’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON USER'S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS.

  1.   DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.
    1. “AUP” means Vendor’s acceptable use policy currently posted at www.Prolydian.com.
    2. Services Provided  means Vendor’s description posted at www.Prolydian.com.
    3. “User Data” means data in electronic form input or collected through the System by or from User.
    4. “Privacy Policy” means Vendor’s privacy policy, currently posted at www.Prolydian.com.
    5. “System” means Vendor’s publicly available web site at www.prolydian.com
    6. “Term” is defined in Section 11.1 below.
    7. “User” means any individual who uses the System.
  2.   THE SYSTEM. 
    1. Use of the System. User may access and use the System pursuant to these Terms of Service and the Prolydian Acceptable Use Policy (AUP).
    2. Service Levels. Vendor shall provide no remedies for any failure of the System. User recognizes and agrees that Vendor is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
    3. System Revisions. Vendor may revise System features and functions at any time, including without limitation by removing such features and functions or reducing service levels.
  3. USER DATA & PRIVACY. 
    1. Use of User Data. Unless it receives User’s prior written consent, Vendor: (a) shall not access, process, or otherwise use User Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to User Data, including without limitation Vendor’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose User Data as required by applicable law or by proper legal or governmental authority. Vendor shall give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense. As between the parties, User retains ownership of User Data.
    2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff.
    3. Risk of Exposure. User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, User assumes such risks. Vendor offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.
    4. Data Accuracy. Vendor will have no responsibility or liability for the accuracy of data uploaded to the System by User, including without limitation User Data and any other data uploaded by Users.
    5. Data Deletion. Vendor may permanently erase User Data if User’s account is delinquent, suspended, or terminated for 60 days or more.
    6. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article (User Data & Privacy), Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to User Data with the following removed: personally identifiable information and the names and addresses of User and any of its Users or Customers.)
  4.   USER'S RESPONSIBILITIES & RESTRICTIONS.
    1. Acceptable Use. User shall comply with the AUP. User shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (e) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that it suspects any breach of the requirements of this Section (Acceptable Use), including without limitation by Users, Vendor may suspend User’s access to the System without advanced notice, in addition to such other remedies as Vendor may have. Neither this Agreement nor the AUP requires that Vendor take any action against User or any User or other third party for violating the AUP, this Section, or this Agreement, but Vendor is free to take any such action it sees fit.
    2. Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. User shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
    3. Compliance with Laws. In its use of the System, User shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of User Data.
    4. Users & System Access. User is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to User; and (b) any use of the System through User’s account, whether authorized or unauthorized.
  5.   IP & FEEDBACK. 
    1. IP Rights to the System. Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant User any intellectual property license or rights in or to the System or any of its components. User recognizes that the System and its components are protected by copyright and other laws.
    2. Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) User or Users provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting User or the User in question. Notwithstanding the provisions of Article Confidential Information below, Feedback will not be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services
  6.  CONFIDENTIAL INFORMATION.
    1. User Information. Any information concerning the User and their respective User Data may be passed to third parties. However, User records are regarded as confidential and therefore will not be divulged to any third party, other than our employees and if legally required to do so to the appropriate authorities. In our efforts to comply with GDPR, Users have the right to request sight of, and copies of any and all User Records we keep, on the proviso that we are given reasonable notice of such a request. Users are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Users with appropriate written information, handouts, or copies of records as part of an agreed contract, for the benefit of both parties.

      We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by this Company will only be in connection with the provision of agreed services and products.

       
  7.  REPRESENTATIONS & WARRANTIES. 
    1. From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the System set forth in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section (Representations and Warranties - From Vendor), Vendor, at its own expense, shall promptly take the following actions: (a) secure for User the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to User any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with User’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and User’s sole remedy, for breach of the warranty in this Section and for potential or actual intellectual property infringement by the System.
    2. Warranty Disclaimers. USER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE. 
  8.   INDEMNIFICATION. User shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to User's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by User's employees, as well as by User’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through User’s account, including without limitation by User Data; and (d) claims that use of the System through User’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence. User’s obligations set forth in this Article (Indemnification) include retention and payment of attorneys and payment of court costs, as well as settlement at User’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  9.   LIMITATION OF LIABILITY.
    1. Dollar Cap. VENDOR’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED the most recent annual amount paid by the User to vendor under this agreement.
    2. Excluded Damages. IN NO EVENT WILL VENDOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE (Limitation of Liability) APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF USER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Article apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
  10.   Term & Termination.
    1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for a period of 1 year and renew automatically at the end of each successive Term, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
    2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
    3. Effects of Termination. Upon termination of this Agreement, User shall cease all use of the System. The following provisions will survive termination or expiration of this Agreement: (a) Articles and Sections 5 (IP & Feedback), 6.2 (Warranty Disclaimers), 7 (Indemnification), and 8 (Limitation of Liability); and (b) any other provision of this Agreement that must survive to fulfill its essential purpose.
  11. MISCELLANEOUS.
    1. Notices. Vendor may send notices pursuant to this Agreement to User’s email contact points provided by User, and such notices will be deemed received 24 hours after they are sent. User may send notices pursuant to this Agreement to support@prolydian.com, and such notices will be deemed received 72 hours after they are sent.
    2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
    3. Assignment & Successors. User may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this Section (Assignment & Successors), this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    6. Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be subject to Arbitration and governed solely by the internal laws of the State of Florida, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Leon County, Florida. This Section governs all claims arising out of or related to this Agreement, including, without limitation, tort claims.
    7. Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
    8. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    9. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website and sending User written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless User first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of User’s next Term following the Proposed Amendment Date (unless User first terminates this Agreement pursuant to Article Term & Termination). User’s continued use of the Service following the effective date of an amendment will confirm User’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Vendor may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces User’s rights or protections, notice and consent will be subject to the requirements above in this Section Miscellaneous - Amendment.