Prezerv Technologies, Inc. Terms of Service

1. Acknowledgment and Access

 

Prezerv Technologies, Inc., as well as all our affiliates (“Affiliates”) including subsidiaries, parent companies and joint ventures (collectively, “Prezerv”, “us”, or “we”), operates websites, including PrezervTech.com and Prezerv.ai (collectively, the “Sites”), and mobile and web-based applications, a SaaS application integration platform, and related online tools, products and services (collectively, the “Services”, together with the Sites, the “Service”). These Terms of Service and are a legally binding agreement regarding the access and use of the Service by you the User.

 

User Acceptance of Terms of Service and Privacy Policy

 

By using the Service including accessing the Sites, you agree to the Terms of Service and the Privacy Policy which is incorporated herein by reference. We encourage you to read our Privacy Policy carefully. We may modify our Privacy Policy from time to time and will post the current Privacy Policy within the Sites. If you do not agree with these Terms of Service or Privacy Policy, do not use the Sites or the Services.

 

Other Agreements

 

Your use of the Sites or Services may also be governed by a Cloud Services Agreement, a User Agreement, a Professional Services Agreement or another agreement entered into between you and Prezerv (each a “Services Agreement”). To the extent that any of the provisions of these Terms of Service conflict with the provisions of a Services Agreement, the Services Agreement will control.

 

Changes and Maintenance

 

Prezerv reserves the right, in our sole discretion, to: (i) revise any content; (ii) modify these Terms of Service; (iii) impose additional rules and limitations regarding use of, or access to, the Sites and Services; (iv) restrict your access to part, or all, of the Sites and Services without notice; (v) change, suspend or discontinue any aspect of the Sites and Services, including changes to services provided by our third-party service providers; or (vi) perform maintenance operations on the Sites and Services, which may result in your temporary inability to access or use the Sites and Services.

 

License to Use Sites and Services

 

Subject to your compliance with these Terms of Service, Prezerv grants you a limited, non-exclusive, non- sub-licensable, revocable, non-transferrable license to:

(i) access and use our applications on your personal device solely in connection with your use of the Sites or Services; and

(ii) access and use any content, information and related materials that may be made available through the Sites or Services, in each case solely for your personal, non-commercial use.

Any rights not expressly granted herein are reserved by Prezerv and our licensors.

 

Reservation of Rights

 

We do not grant you any license, express or implied, to any Prezerv intellectual property except as specifically authorized by these Terms of Service or in a Services Agreement between you and Prezerv. Subject only to the limited license provided above, Prezerv reserves all right, title and interest in and to the Sites and all Content, including all related intellectual property and other proprietary rights.

 

Ownership; Proprietary Rights

 

The Sites and Services are owned and operated by Prezerv. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Prezerv are protected by intellectual property and other laws. Except as expressly authorized by Prezerv, you may not make use of the Materials. In addition, Prezerv will own any and all right, title, and interest in and to any feedback, suggestions, information, or materials you convey to us related to the Service in connection with your use of the Service (“Feedback”). You hereby assign to Prezerv all right, title, and interest in such Feedback.

 

2. User Eligibility

 

You must be at least 18 years of age to use the Service. By agreeing to these Terms of Service, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Service; and (iii) your registration and your use of the Service is in compliance with all applicable laws and regulations.

 

User Authority

 

If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of that organization.

 

Necessary Equipment and Software

 

You must provide all equipment and software necessary to connect to the Sites and Services, including a computer or mobile device that is suitable for connecting to and using the Sites and Services and hardware compatible with the Site and Services. You are responsible for all fees, including internet connection or mobile fees, that you incur when connecting to and accessing the Sites or Services. On occasion, Prezerv may require that you accept updates to the version of the Sites or Services installed on your computer or mobile device. You may also need to update third-party software from time to time in order to connect to and use the Sites and Services. Prezerv will endeavor to keep an updated listed of compatible systems and hardware on our Sites, however, we in no way guarantee the list is accurate or up-to-date.

 

3. User Accounts

 

Some parts of the Sites may require that you open and maintain a Prezerv account. In addition, in order to use the Service, you must register for a Prezerv account. You agree that the information you provide to us when registering is accurate and that you will keep it accurate and up-to-date at all times.

 

User Responsibility for Account Confidentiality

 

You are solely responsible for maintaining the confidentiality of your password, username, and other account information. You are also solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Prezerv or another party due to someone else using your account or password. Prezerv will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at info@prezervtech.com.

 

Restrictions on Use

 

As a condition to your access and use of the Sites and the limited license expressly granted to you above, you agree that you will not do or attempt to do any of the following: (i) use the Sites or Services in a way that could damage, disable, overburden, or otherwise impair the Sites or Services or interfere with any other party’s use; make the Sites or Services available to, or use the Sites or Services for the benefit of, anyone other than yourself, or impersonate any other person; (ii) sell, resell, license, sublicense, distribute, rent, or lease any services or products provided through the Sites or Services unless expressly permitted by a Services Agreement between you and Prezerv; (iii) attempt to gain access to the Sites or Services by any means other than using your own username and password, including by circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Sites or Services; (iv) attempt to gain unauthorized access to the Sites or Services, interfere with the proper functioning, integrity or performance of the Sites or Services, or connect to or use the Sites or Services in any way not expressly permitted by these Terms of Service or a Services Agreement between you and Prezerv; (v) except where permitted by law or relevant open-source licenses, reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property associated with the Sites or Services, or to obtain any information from the Sites or Services that we have not intentionally made available to you; (vi) copy, modify, or distribute any content, data or information from the Sites or Services, including text, documents, charts, maps, logos, buttons, icons, “look and feel” and screenshots, audio and video recordings, graphics, photographs, still and moving images, sound, illustrations, information, software, and any other content (collectively, the “Content”) except as specifically allowed by these Terms of Service or a Services Agreement between you and Prezerv; (vii) use the Sites or Services to post, store, or transmit any information that: (a) is abusive, threatening, obscene, defamatory, libelous, infringing, or otherwise unlawful or tortious; (b) violates any third-party rights (including copyrights, trademarks, patents, trade secrets, rights of privacy, rights of publicity, or other rights of any person or entity); (c) is racially, sexually, religiously, or otherwise objectionable or offensive; or (d) contains links to any of the foregoing types of information; (viii) use the Sites or Services to harass, abuse, or harm, or advocate or incite harassment towards, another person or group; (ix) upload or transmit unauthorized communications, data or software through the Sites or Services, including junk mail, chain letters, spam, and any materials that promote, contain or link to any trojan horse, malware, spyware, or malicious code; (x) solicit commercial or personal information from any other user of the Sites or Services; (xi) collect or post any other subscriber or user’s private information, including any commercial and personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Sites or Services; or (xii) use the Sites or Services if you are located in a country embargoed by the United States, or if you are on the U.S. treasury department’s list of specially designated nationals.

 

Billing and Payment

 

Access to the Service requires you to purchase a subscription and to pay our automatically recurring monthly or annually access fees. Access to certain features of the Service may require you to pay additional fees. You must have a valid payment account for all paid plans. You are are not required to provide payment account information for a free plan. An upgrade from the free plan to any paid plan will trigger a bill. For monthly payment plans, the Service is billed automatically in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. For more information about Prezerv billing and payment, please contact us at info@prezervtech.com.

 

Termination

 

You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Service without prior notice to you for violating any of the Terms of Service, laws, regulations or for any other reason whatsoever. Upon termination of your use of the Service, you continue to be bound by these Terms of Service. You may terminate your Prezerv account at any time by contacting Prezerv customer service at info@prezervtech.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.

 

4. User Content

 

Forums and User Content

 

Prezerv may provide, or the Sites may include, various forums, blogs, chat rooms and other social media venues where you can post your observations, recommendations, proposals, enhancement requests, corrections, comments, ideas, reviews, video, maps, models, folders, data, text, photographs, images, data, and other feedback about or relating to the Sites (collectively, “User Content”). By making postings to such venues, you grant to Prezerv a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable, sub-licensable, unlimited license to your User Content. Prezerv cannot guarantee that third parties with access to such venues will not copy, reproduce, publish, distribute, or otherwise use your User Content. Do not disclose any content or information in such venues that you do not want to be made public.

 

User Content License Grant

 

You own all of the User Content you post or submit on the Service. By using the Sites or Services, you grant Prezerv a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable, sub-licensable, unlimited license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content. For example, we need these rights in order to process, store and display your data so you can view it on Prezervtech.com and in the app, as well as to provide you support. By publicly sharing User Content, you hereby grant to other users of the Service a non-exclusive license to access and use such User Content as permitted by these Terms of Service and the functionality of the Service.

 

User Content Representations and Warranties

 

On each occasion that you access and use the Sites or Services, you represent and warrant to Prezerv that you are using the Sites and Service only for the purposes permitted by these Terms of Service and that you have obtained, and are solely responsible for obtaining, all rights or licenses necessary to upload and process any information, including data and images, that you upload to the Sites and Services for processing. Additionally, you are solely responsible for your User Content and the consequences of uploading, posting or publishing User Content. By uploading, posting and publishing User Content, you represent, and warrant that: you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Prezerv and users of the Service to use and distribute your User Content; and your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe any third-party right, including any intellectual property, privacy or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

 

User Content Disclaimer

 

We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Prezerv may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms of Service or is otherwise objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Prezerv with respect to User Content.

 

 

5. Open Source and Other Third-Party Software

 

Third-Party Software

 

Prezerv provides software in the Service that may contain or be accompanied by software code provided by third parties (“Third-Party Software”) that is subject to separate license terms (“Third-Party Terms”), and not any license contained in these Terms of Service. Your use of the Third-Party Software in conjunction with the Service in a manner consistent with the Terms of Service is permitted. However, you may have broader rights under the applicable Third-Party Terms and nothing in these Terms of Service is intended to impose further restrictions on your use of the Third-Party Software.

 

Third-Party Services

 

Prezerv may provide tools through the Service that enable you to export information, including User Content, to third-party services such as social media platforms. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of your exported information.

 

6. Disclaimers; Limitation of Liability; Indemnity

 

Disclaimers

 

YOUR ACCESS AND USE OF THE SERVICE (SITES AND/OR SERVICES) IS AT YOUR SOLE RISK AND THE SITES AND ANY PRODUCTS OR SERVICES OFFERED AND SOLD IN CONNECTION WITH THE SERVICE, INCLUDING ALL RAW AND PROCESSED DATA AND OTHER OUTPUT PRODUCED BY OR THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT TO THE EXTENT THIS WARRANTY DISCLAIMER IS PROHIBITED UNDER ANY APPLICABLE LAW, IN WHICH CASE ANY LEGALLY REQUIRED WARRANTY PERIOD WILL BE THE SHORTER OF 30 DAYS FROM YOUR FIRST ACCESS AND USE OF THE SERVICE OR THE MINIMUM WARRANTY PERIOD REQUIRED BY APPLICABLE LAW). IN ADDITION, PREZERV MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICE OR ANY SERVICES OR PRODUCTS REQUESTED THROUGH THE USE OF THE SERVICE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

 

Limitation of Liability

 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, PREZERV WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, GOODWILL OR PROFITS), INJURIES OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR SITES OR THE INABILITY TO USE THE SERVICES OR SITES, EVEN IF PREZERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PREZERV’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PREZERV BY YOU UNDER THESE TERMS OF SERVICE IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. PREZERV IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER SUBSCRIBERS OR USERS OF THE SERVICE, OUR THIRD-PARTY SERVICE PROVIDERS, OUR ADVERTISERS AND ANY OPERATORS OF EXTERNAL SITES. NOTHING IN THIS LIMITATION OF LIABILITY SECTION WILL AFFECT YOUR STATUTORY RIGHTS OR EXCLUDE OR RESTRICT PREZERV FROM ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR FRAUD.

 

Indemnity

 

You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of your use of the Service. Prezerv reserves the right, at your expense, to assume the exclusive defense and control of any action for which you are required to indemnify Prezerv, and you agree to cooperate with Prezerv’s defense and control of any such action. Prezerv will use reasonable efforts to notify you of any such action upon becoming aware of it.

 

7. General Provisions

 

Relationship Between the Parties

 

These Terms of Service represent an arm’s-length agreement between you and Prezerv, as independent parties, and do not create a partnership, franchise, joint venture, agency, fiduciary, employment or other relationship between you and Prezerv.

 

Local Laws; Export Controls

 

Prezerv operates and manages the Sites and Services from the United States and makes no representation that access and use of the Sites and Services are appropriate or available for other countries. If you access and use the Sites or Services from other countries, you are responsible for compliance with applicable local laws, including export and import regulations of such countries. Content may be subject to United States Export Administration Laws and Regulations and any diversion of such Content in violation of such laws and regulations is strictly prohibited.

 

Assignment

 

Prezerv may assign or delegate our rights and obligations under these Terms of Service and our Privacy Policy, in whole or in part, whether by operation of law or otherwise, to any person or entity, without your consent, and these Terms of Service and our Privacy Policy will bind and inure to the benefit of any such person or entity. You may not assign or delegate any of your rights or obligations under these Terms of Service without our prior written consent, and any unauthorized assignment and delegation by you is void.

 

Waivers

 

The failure of Prezerv to require or enforce performance by you of any provision of these Terms of Service, our Privacy Policy, or any other policies we may implement regarding the Service, or failure to exercise any right under these Terms of Service or such policies, will not be construed as a waiver of our right to assert or rely upon any such provision in that or any other instance. The express waiver by Prezerv of any provision of these Terms of Service or such policies will not constitute a waiver of any future obligation that you have to comply with such provision.

 

Severability

 

If any provision of these Terms of Service is found to be illegal or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction only, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability of the remaining provisions of these Terms of Service.

 

Governing Law; Forum for Legal Disputes

 

These Terms of Service and any dispute arising out of or related to them or the Service will be governed in all respects by the laws of The Commonwealth of Massachusetts, without regard to the principles of conflict of law. Any such claim or dispute must be resolved exclusively by a state or federal court located in Boston, Massachusetts. You agree to submit to the personal jurisdiction of the courts located within Boston, Massachusetts for the purpose of litigating any such claim or dispute.

 

Equitable Remedies

 

The rights you have granted and obligations you have made under these Terms of Service are of a unique nature, the loss of which will irreparably harm Prezerv and cannot be replaced by monetary damages alone. Accordingly, Prezerv may seek injunctive or other equitable relief (without the obligations of posting any bond or surety or showing proof of any damages) in the event of any breach or anticipatory breach by you of these Terms of Service.

 

Force Majeure

 

Prezerv will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including without limitation any failure to perform under these Terms of Service or provide access and use of the Sites or Services due to circumstances beyond our control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

 

Notices

 

Prezerv may provide you with written notices under these Terms of Service by postings such notices in the Sites and/or sending such notices to you by the most recent e-mail or other electronic communication means you provided to Prezerv. You may provide us with written notices under these Terms of Service by sending such notices to us at info@prezervtech.com or at:

Prezerv Technologies, Inc.
227A Summer St, Suite 3.
Somerville, MA 02143

 

Entire Agreement

 

These Terms of Service, Prezerv’s Privacy Policy, and any Service Agreement between you and Prezerv contain the entire understanding and agreement between you and us regarding your access and use of the Service, and supersede all prior understandings and agreements between you and us relating to the subject matter hereof, whether in electronic, oral, or written form or whether established by custom, practice, policy, or precedent between you and us with respect to the Service.