Terms of Service

Acceptance of the Terms of Use

These terms of use ("Terms of Use") are entered into by and between You and Prive Technologies Inc. ("Prive," "we," or "us") and govern your access to and use of tryprive.com (“Website”) and our related platform (collectively with the Website, the “Platform”) which may be integrated into our business customers’ (“Subscription Providers”) websites in order to provide you with the ability to purchase subscriptions that include such Subscription Provider or its licensor’s products and/or services (“Subscription(s)”).

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, you accept and acknowledge our Privacy Policy, found at https://www.tryprive.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use, you must not access or use the Platform.

Notwithstanding anything to the contrary, if you are a Subscription Provider and have agreed to our Master Services Agreement, such Master Services Agreement shall apply to your use of the Platform.  

I.

The Platform is offered and available to users who are 18 years of age or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with Prive and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Platform following the posting of the revised Terms of Use indicates that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Your Account With Us

In order to access certain features of the Platform, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account with Prive through the Platform (“Account”). If you create an Account, you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that Prive is not responsible for third party access to your Account that results from theft or misappropriation of your Account. Prive and its associates reserve the right, in our sole discretion, to refuse or cancel service, terminate your Account. You are responsible for maintaining the confidentiality of your password and Account, if any, and are fully responsible for any and all activities that occur under your password or Account. You agree to (a) immediately notify us of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Services. We will not be liable for any loss or damage arising from your failure to comply with this Section.

Privacy

When you use the Platform, we may collect certain information from you that is considered personal information. All personal information you provide to us through the Platform is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Intellectual Property Rights

The Platform  and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Prive, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Unless expressly provided otherwise, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material related to our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

Trademarks

The Prive name, the Prive logo and all related names, logos, product and service names, designs and slogans are trademarks of Prive. You must not use such marks without the prior written permission of Prive. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use;
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
• To impersonate or attempt to impersonate Prive, a Prive employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Prive or users of the Platform, or expose them to liability;
• Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform;
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
• Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
• Use any device, software or routine that interferes with the proper working of the Platform;
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Platform.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

Third-Party Links and APIs

The Platform contains links and/or application protocol interfaces (APIs) to third-party sites, services or, resource. We have no control over the contents or functionality of those sites, services, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. Use of third-party links and/or APIs is at your own risk.

Prive Is Not The Merchant of Record

Prive is a technology provider only that connects you with Subscription Providers to purchase Subscriptions. You acknowledge and understand that if you purchase a Subscription from a Subscription Provider when using the Platform, your purchase is made directly with the Subscription Provider and not with Prive. Prive has no responsibility with respect to fulfilling any Subscription purchased, nor makes any representation or warranty of any kind with respect to any Subscription Provider or its respective Subscriptions.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PRIVE NOR ANY PERSON ASSOCIATED WITH PRIVE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER PRIVE NOR ANYONE ASSOCIATED WITH PRIVE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PRIVE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PRIVE, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, OR ANY SUBSCRIPTION, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL PRIVE BE LIABLE TO YOU FOR ANY AMOUNT, WHETHER INDIVIDUALLY OR IN THE AGGREGATE, EXCEEDING TWENTY-FIVE $25 DOLLARS.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Prive, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your (i) violation of these Terms of Use your (ii) use of the Platform, including, but not limited to, any use of the Platform's content, services and products, or your use of any information obtained from the Platform, (iii) use of any product or service associated with any Subscription.

Governing Law and Jurisdiction

These Terms of Use are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of these Terms of Use or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by jury. This arbitration provision shall survive any termination of this Agreement or the license set forth above. As a limited exception to the foregoing: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless both parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Agreement.  Except as otherwise provided in this Section, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that either party prevails on a claim and seeks public injunctive relief, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Waiver and Severability

No waiver by Prive of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Prive to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use constitute the entire agreement between you and us regarding the use of the Platform.

Contact Us

If you have any questions about these Terms of Use, please email us at:

Info@tryprive.com