Terms of Service

Definitions: The following terms shall be capitalized throughout these Terms of Service and shall be defined as follows:

1. Authorized Users: The term “Authorized Users” refers to all individuals invited and otherwise authorized by Subscriber to access and use the Services through your Prodity account.

2. Content: The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged with Subscriber to facilitate the provision of Services under these Terms of Service.

3. Subscriber Data: The term “Subscriber Data” refers to any Content submitted, uploaded, imported, integrated, communicated or exchanged through the Platform by Subscriber or its Authorized Users.

4. Service Data: The term “Service Data” means the aggregated, processed, derivative, statistical and/or other benchmark data generated and/or extracted from Subscriber Data, Content and metadata by Prodity for analytics and other information processing and purposes.

5. Subscription: The term “Subscription” refers to the subscription plan purchased by Subscriber on the Platform.

6. Authorized Users: The term “Authorized Users” refers to all individuals invited and otherwise authorized by Subscriber to access and use the Services through your Prodity account.

7. Subscription Fees: The Term “Subscription Fees” refers to the fees associated with the Subscription Services.‍

Services: Prodity will provide Services to Subscriber in accordance with the terms and conditions of the Subscription selected by Subscriber on the Platform. Prodity may from time to time issue updated versions of its software and Services. You consent to such automatic updates and agree that these Terms of Service will apply to all such updates.

Your Prodity Account: To be eligible to use the Services, you must be at least 18 years of age and/or have legal capacity to enter into a binding contract in your country of residence, establish an online account and accept these Terms of Service. In establishing an account, you consent to receive all communications with regard to any activity related to the Platform and/or Services by email, in-platform notifications, or other form of electronic or digital communications.

Account Security: Access by Subscriber and Authorized Users shall be subject to the terms and conditions of these Terms of Service. Subscriber shall be responsible for maintaining the confidentiality and security of account login information and is responsible for any and all activities that occur under Subscriber’s account. Subscriber must immediately notify Prodity at info@prodity.ai of any change in authorization, any unauthorized use of your account or username, or other account related security breach of which you are aware. Prodity shall not be liable for any loss or damage arising from the failure of any user to keep your password or account secure.‍

Authorized User Access. For all Authorized User’s communications, Subscriber shall be responsible:
Policy and Practices: For establishing and communicating Subscriber’s policy and practices regarding Authorized User’s access and utilization of the Services, including the use and dissemination of the unique URLs generated by Prodity. This includes, but is not limited to, notice that Authorized Users should not share URL with any other third party;.
Disabling Authorized User Accounts: In the event an Authorized User is no longer employed by Subscriber or is no longer eligible to access the Services, Subscriber must disable an Authorized User under Subscriber’s team member page to ensure communications are no longer sent. Until Subscriber disables an Authorized User, Authorized Users will continue to receive team-related communications through the Service.‍

Use Restrictions. Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. Subscriber will not make the Services available for the benefit of any third party, or sell, resell, license, sublicense, distribute, rent or lease the Services to any third party for any purpose, commercial or otherwise.‍

End User License Agreement. Prodity hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license during the Subscription Term to access and utilize the Services pursuant to the terms of the Subscription Plan purchased by Subscriber. Unless otherwise stated herein, nothing in these Terms of Service or use of the Platform and Services gives Subscriber or its Authorized Users a right or license to use any of Prodity copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.‍

Service Data Ownership. Prodity expends significant resources gathering, assembling, and compiling the Service Data and such Service Data constitutes an original compilation protected by US copyright laws. Prodity shall retain all right, title and interest to any Service Data created, generated and/or derived from your use of the Services. Prodity shall retain the unrestricted right, in its sole and absolute discretion, to utilize such Service Data for any purpose whatsoever, both commercial and non-commercial, without compensation or accounting to you. If Prodity does not automatically own any Service Data upon its creation, you hereby assign all right, title and interest in and to such Service Data to Prodity.​

Fees: In consideration for the right to use the Service under the terms herein, you will pay license fees in the amount and payment terms under the applicable Order Form (the “License Fees”). You agree that in the event Prodity is unable to collect the License Fees owed to Prodity for the Service, Prodity may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Prodity in connection with such collection activity, including collection fees, court costs and attorneys’ fees.

1. Except to the extent otherwise expressly stated in this Agreement or in an order form, all obligations to pay License Fees are non-cancelable and all payments are non-refundable.

2. Your License Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on income, property and employees). You will be responsible for paying any and all such taxes.

3. Prodity reserves the right to modify the License Fees for the Service under one or more Order Forms, effective upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing at least 30 days before the end of the then-current Subscription Term.
    

Term & Termination: The initial subscription term of the Agreement will be as set forth and agreed by the parties in the Order Form.

1. ‍Either of you and Prodity may terminate this Agreement if the other party (i) materially breached this Agreement and has not cured such breach within 30 days after receiving notice (if curable), without prejudice and in addition to any right or remedy that the non-defaulting party may have under this Agreement or the applicable law, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

2. At the end of the initial subscription term, all your Prodity subscriptions (including any additional subscriptions added to your account) will renew automatically for an additional term length equal to your initial subscription term unless you or Prodity notifies the other in writing, at least 30 days prior to the end of the then-current subscription term, that it chooses not to renew (initial subscription term, with any renewal subscription terms, the “Subscription Term”).

3. Upon termination or expiration of this Agreement; (a) you will cease use of the Service and all rights granted to you under this Agreement will terminate; (b) upon written request, we will make your data available for you to download, or export within 30 days following such termination. Thereafter, Prodity will be under no obligation to maintain your data, or make it available to you and Prodity may delete any of your Content.

4. In the event of a termination due to uncured breach by Prodity, Prodity will refund the remaining Subscription Fees until the end of the Subscription Term.

Proprietary nature of the service: The Service and Platform are proprietary to, and valuable trade secrets of Prodity. You acknowledge the Service contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, trademark, and service marks, and that you will only use such proprietary content, information, or materials for permitted uses under these Terms. The Service is entrusted to you only for the purposes set forth in these Terms. You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided therewith. The parties acknowledge that any violation of this provision will cause irreparable harm to Prodity. As a consequence, the parties agree that if you fail to abide by these Terms, Prodity will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, and to judgment for damages caused by such breach, and to any other remedies provided by law.

Confidentiality: “Confidential Information” means all information provided by a party to other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, and excluding any information that was or has become publicly available without the receiving party’s actions or inactions. Prodity confidential information includes, without limitation, the Service’s features, functionality and performance and your view of the Service. Your Confidential Information includes, without limitation, the Content.
Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees and consultants who have signed in advance a confidentiality agreement containing terms similar to this Agreement and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware; in each case without derogating from the terms of the Prodity Privacy Policy.

Consent to use of data: You agree that Prodity may collect and use technical data and User information as described in its Privacy Policy (https://www.prodity.ai/privacy-policy), and, including, but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of customization, updates, and other services to you (if any) related to the Service. Prodity may use this information, to improve the Service or to provide services or technologies to you. Prodity treats personally identifiable information differently from general information. Personally identifiable information can be used to identify, locate or contact you. General information is information that is not personally identifiable information and is not associated with personally identifiable information. Prodity may convert personally identifiable information into general information by excluding information that is personally identifiable. You acknowledge that general information belongs to Prodity and that Prodity has the right to use such general information as it determines in its sole discretion. Prodity may process information in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personal information may be less stringent than the laws in your country. Prodity uses personally identifiable information for its own internal purposes, including contacting you via email to inform you about updates to the Service and providing you with information relating to transactions that you conduct on the Prodity website. Prodity provides personally identifiable information to third parties who process it in accordance with instructions in order for Prodity to provide services to you (including processing payments for use of the Service). Prodity reserves the right to disclose Your information if Prodity has a good-faith belief that the disclosure is (a) required by law, regulation, or legal process; (b) appropriate to detect, prevent, or remedy violations of these Terms, fraud, security, or technical issues; or (c) permitted in order to protect Prodity , other Users, or the public. If Prodity is involved in a change of control through sale of assets or otherwise, we will give notice before your personally identifiable information is transferred or becomes subject to a different privacy policy.

User content: You agree that all information, data, text, sound, photographs, graphics, video, software, or other materials submitted, posted or displayed by you on or through the Service ("User Content") is your sole responsibility. Prodity claims no ownership or control over any User Content. By submitting, posting or displaying User Content on or through the Service, you grant Prodity a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, and adapt, such User Content to provide the Service to you. By submitting, posting or displaying User Content which is intended to be shared or made available to the general public, you grant Prodity a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Service and for the purpose of promoting Prodity and its services. As a condition of using the Service, you agree not to use the Service to infringe the intellectual property rights of others in any way. You represent that you have the right to grant, or that the holder of any rights, including moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the license stated above. If you post User Content in any public area of the Service, You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed in the Service retains any and all rights that may exist in such User Content. Prodity may review and refuse to accept or remove any User Content in its sole discretion. Prodity reserves the right to expel Users and prevent their further access to the Services for violating these terms or applicable laws, rules or regulations. Prodity may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Prodity, damage Prodity's public image or business. It is Prodity's policy to terminate the accounts of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Any profile you submit must accurately describe you, as an individual person, or an agency or organization that you are authorized to create a profile for. Profiles derived from User Content may be made available through the Service. Prodity does not make any representations regarding the accuracy or validity of such derived profiles, which may differ significantly from User Content.

 Intellectual Property Rights: 

1. ‍‍Trademarks: The trademarks, trade names, trade dress, logos, and service marks (collectively, the "Trademarks") displayed on Prodity.ai are the registered and/or unregistered Trademarks of Factory Reality LLC, or such other third party that may own the displayed Trademarks. Nothing contained on this Web site or in these terms of service grants to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Web site without the written permission of Factory Reality, LLC or such other third party that may own the displayed Trademarks.

2. Site contents and copyright: The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website ("Website Content") are all subject to patent, copyright, trademark and other intellectual property protection. Website Content may not be copied for commercial use or redistribution, nor may Website Content be modified, processed, or reposted to other websites. Access to and uses of this Website are solely for your purchase our services or for personal use, information, education and communication with www.prodity.ai. You may download, copy or print the Website Content of this Website for your personal non-commercial use only. No right, title or interest in any of the Website Content of this Website is transferred to you as a result of any downloading, copying, printing or use of this Website. All rights not expressly granted to you by these Terms are reserved by Factory Reality LLC.

3. Identification of agent to receive notification of claimed copyright or trademark infringement: If you believe that your copyrighted work or trademark has been uploaded, posted or copied to the Service and is accessible in a way that constitutes copyright or trademark infringement, please contact Prodity by email at info@prodity.ai​

Security and Privacy: Prodity shall protect the security of Confidential Information pursuant to commercially acceptable standards, but in no case less than reasonable care. Prodity will implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of the Confidential Information in accordance with its Security Policy. Prodity will only use personal information in accordance with its Privacy Policy.‍

Backup Data Responsibility: It is Subscriber’s responsibility to backup all Subscriber Data in order to preserve such Subscriber Data in the event of termination or to otherwise prevent potential data loss.

Representations and Warranties. Subscriber represents and warrants that Subscriber is at least 18 years of age and/or has the legal capacity to form a binding contract in Subscriber’s country of residence. If Subscriber is registering on behalf of a corporate entity, Subscriber represents and warrants that he/she is authorized to enter into, and bind the entity to, these Terms of Service.

Export Compliance: Services may be subject to export laws and regulations of the United States and other jurisdictions. Subscriber represents and warrants that it is not named on any U.S. government denied-party list. Subscriber shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

Individual Arbitration. EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with Prodity arising out of or relating to the Platform, Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of these Terms of Service.

1. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

2. The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org. When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to: info@prodity.ai

3. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims courts for disputes or claims within the scope of that court’s jurisdiction.‍

DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THESE TERMS OF SERVICE, INCLUDING ANY FREE TRIAL SERVICES OR “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRODITY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, PRODITY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.

DISCLAIMER OF THIRD PARTY CONDUCT: PRODITY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES (INCLUDING AUTHORIZED USERS) IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM OR SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PRODITY MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, ACTIVITY, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.

LIMITATION OF LIABILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PRODITY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM AND SERVICES, EVEN IF PRODITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRODITY'SAGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, THE PLATFORM OR SERVICES, EXCEED THE FEES PAID TO PRODITY IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM, WHICHEVER IS GREATER.

INDEMNITY. To the maximum extent permitted by law, Subscriber agrees to indemnify, defend and hold harmless Prodity, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties arising out of or relating to Subscriber’s (i) use of the Platform or Services (ii) breach of these Terms of Service, (iii) violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right, and/or (iv) a breach of Subscriber’s representation or warranties under these Terms of Service.
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Miscellaneous Provisions:

1. Severability. The validity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provision of these Terms of Service.

2. Modifications. No modification of these Terms of Service shall be effective unless it is in writing and either signed by an authorized representative of Prodity or posted on this Platform by Prodity.

3. Choice of Law. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue in the County of San Francisco, with regard to any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof.

4. Assignment. Subscriber shall not assign any of the rights or obligations under these Terms of Service without the prior written consent of Prodity. However, consent is not required for an assignment of these Terms of Service in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the Subscriber’s business.

5. Successors and Assigns. These Terms of Services are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

6. No Waiver. No failure or delay by a party exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof.

7. No Agency. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms of Service.

8. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such sections.

9. Notices. All notices required or permitted to be given under these Terms of Service will be in writing and delivered to: Prodity at info@prodity.ai or Subscriber at email account associated with Subscriber’s Prodity account.

10. Entire Agreement. These Terms of Service comprises the entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.