THIS IS AN AGREEMENT BETWEEN YOU OR THE REPRESENTATIVE ENTITY (hereinafter, “You” or “Your”) AND YOU PRISM LLC (hereinafter, “You Prism”) THAT GOVERNS THE USE OF THE ON-LINE SOLUTIONS AND SERVICE PROVIDED.
Parties to this Agreement
This Agreement consists of the following terms and conditions (hereinafter, the “General Terms”) and the terms and conditions, if any, specific to the use of the individual Services (hereinafter, the “Specific Terms of Service”). The General Terms and the specific Terms of Service are collectively referred to as the “Terms”. In case of conflict between the General Terms and the specific Terms of Service, the specific Terms of Service shall prevail.
Acceptance of the Terms.
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree with the General Terms, do not use any of our Services. If you accept the General Terms and do not accept the specific Terms of Service, do not use the corresponding service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or using the Services.
We provide a variety of services for the optimization, automation of your company’s processes with online solutions provided by our partners or created by our development team. You may use the Services for your personal and commercial use or for internal business purposes in the organization you represent. You can connect to the Services using any Internet browser compatible with the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and, if you choose to do so, you can publish and share that content. You are responsible for complying with the terms of service of our partners which apply. You can get the same in the links of our suppliers:
– Zoho: https://www.zoho.com/terms.html
– Shopify: https://www.shopify.com/legal/terms
– Charm EHR: https://www.charmhealth.com/ehr/termsofservice.html
- Optivon: https://www.optivonpr.com/legal/
Subscription to the Beta service
We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for testing and evaluation purposes. You agree that we have the sole authority and discretion to determine the period of time for the testing and evaluation of the Beta Services. We will be the sole judge of the success of such tests and of the decision, if any, to offer the Beta Services as commercial services. You will not be required to purchase a subscription to use any Service paid as a result of your subscription to any Beta Service. We reserve the right to discontinue, in whole or in part, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without prior notice. You agree that You Prism will not be liable to you or to a third party for any damages related, derived or caused by the modification, suspension or suspension of any of the Beta Services for any reason.
Modification of the Terms of Service
We can modify the Terms by notification at any time through a service announcement or by sending an email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be sent a notice at least 30 days in advance of the changes by email to your primary email address. You may terminate your use of the Services by sending a notice to You Prism by email within 30 days after notification of the availability of the modified Terms if these are modified in a manner that substantially affects your rights in connection with the use of the Terms. Services. In the case of such termination, you will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change in the Terms will be construed as your agreement to the modified Terms.
User Registration Obligations
You must register to obtain a user account by providing all the information required to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you and all other users in your organization register with the user accounts by providing their corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about you as requested by the registration process; and b) maintain and update quickly the information provided during the registration so that it is accurate, accurate, current and complete. If you provide false, inaccurate, outdated or incomplete information, or if You Prism has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, You Prism may cancel your user account and reject your current or future use of it. any or all of the Services.
Organization of accounts and administrators.
When you register an account for your organization, you can specify one or more administrators. Administrators will have the right to configure the Services according to their requirements and manage the end users in their organization’s account. If your organization’s account is created and configured on your behalf by a third party, it is likely that the third party has assumed the role of administrator of your organization. Be sure to obtain an appropriate agreement with a third party that specifies the functions and restrictions of that third party as administrator of your organization’s account.
You are responsible for i) ensuring the confidentiality of your organization’s account password, ii) designating competent people as administrators to manage your organization’s account, and iii) ensuring that all activities carried out in connection with the account of your organization comply with this Agreement. You understand that You Prism is not responsible for the administration of the account and the internal administration of the Services for you.
You are responsible for taking the necessary steps to ensure that your organization does not lose control of administrator accounts. You can specify a process to follow to regain control in case you lose control of administrator accounts by sending an email to email@example.com, as long as the process is acceptable to You Prism. In the absence of a specific administrator account recovery process, You Prism can provide control of an administrator account to an individual who provides satisfactory evidence for You Prism to demonstrate its authorization to act on behalf of the organization. You agree not to hold You Prism responsible for the consequences of any action taken by You Prism in good faith in this regard.
Personal information and privacy
You Prism Communications
The Service or products may include certain communications from You Prism, such as service announcements, administrative messages and newsletters. You understand that these communications will be considered part of the use of the Services and / or products. As part of our policy to provide you with total privacy, we also give you the option to stop receiving our newsletters. However, you can not choose not to receive service announcements and administrative messages.
If we receive a complaint from any person against you regarding your activities as part of the use of the Products and / or Services, we will send the complaint to the main email address of your user account. You must respond to the claimant directly within 10 days of receiving the complaint we sent to you and copy You Prism in the communication. If you do not respond to the claimant within 10 days of the date of our email, we may disclose your name and contact information to the claimant so that the claimant may take legal action against you. You understand that your failure to respond to the complaint within the 10-day time limit will be construed as your consent to the disclosure of your name and contact information by You Prism to the complainant.
Fees and payments
The Services available under subscription plans have several durations. Your subscription will be renewed automatically at the end of each subscription period, unless you change the rating of your subscription plan to a free plan or inform us that you do not wish to renew your subscription. At the time of automatic renewal, the subscription fee will be charged to the last credit card and / or checking or savings account used by you. You can change the payment details if you want the renewal to be made through a credit card and / or a different checking or savings account by calling our finance department at the phone numbers provided on our website or by writing an email to firstname.lastname@example.org. If you do not wish to renew your subscription, you must inform us at least seven days before the renewal date. If you have not informed us that you do not wish to renew the subscription, it will be presumed that you authorized You Prism to charge the subscription fee to the last credit card and / or checking or savings account used by you.
From time to time, we may change the price of any Service or charge for the use of the Services that are currently available for free. Any increase in charges will not apply until the expiration of your current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan. You Prism is not responsible for changes in the prices of any service or charge for the use of our partners’ solutions. The prices of use of our partners are established by our partners and transferred to the client. Any claim related to prices or charges not made by You Prism to be made directly with the provider.
Restrictions on use
In addition to all other terms and conditions of this Agreement, you must not: (i) transfer the Services or make them available to third parties; (ii) provide any service based on the Services without prior written permission; (iii) use the links of third parties to sites without accepting the terms and conditions of its website; (iv) post links to third-party sites or use your logo, company name, etc. without your prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining the consent of such person or entity; (vi) use the Services in any way that may damage, disable, overburden, damage or damage any server, network, computer system or You Prism resource; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to deceive any person as to the identity or origin of any communication.
You acquire a solution from one of our partners through You Prism, you are responsible for complying with the terms of service of our partners in turn to comply with policies established by the supplier.
Spamming and illegal activities
You agree to be solely responsible for the content of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of illegal, defamatory, harassing, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material, offending religious, feelings, promote racism, contain viruses or malicious codes, or that which infringes or may infringe the intellectual property or other rights of another person. You agree not to use the Services for the transmission of “spam,” “junk mail,” “chain letters,” “phishing,” or mass distribution of unsolicited e-mail. We reserve the right to suspend your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Inactive user account policy
We reserve the right to cancel unpaid user accounts that are inactive for a continuous period of 120 days. In the case of such termination, all data associated with said user account will be deleted. We will send you a prior notice of such termination and the option of making a backup copy of your data. The data deletion policy can be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service in order to calculate the period of inactivity. In other words, the activity in one of the Services is not sufficient to keep your user account active in another Service. In the case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless you specifically allow it, your use of the Services does not grant You Prism the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for commercial purposes, marketing or similar. But you grant You Prism permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account only as required by the purpose of providing the Services.
User generated content
You may transmit or post content created by you using any of the Services or otherwise. However, you will be solely responsible for said content and the consequences of its transmission or publication. Any content that is made public will be publicly accessible through the Internet and can be tracked and indexed by the search engines. You are responsible for making sure that no private content is publicly available. Any content that you may receive from other users of the Services, is provided AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, display, sell, license or otherwise. exploit said content for any purpose, without the express written consent of the person who owns the rights to said content. In the course of using any of the Services, if you encounter any content with a copyright notice (s) or a copy protection function, you agree not to delete that copyright notice or to disable such copy protection function. ) as the case may be. By making any content protected by copyright / rights in any of the Services available, you affirm that you have the consent, authorization or permission, as the case may be of any person who may claim any right over such content for that such content is available in that way. In addition, by making the content available in the aforementioned manner, you expressly agree that You Prism will have the right to block access or remove such content made available to you if You Prism receives complaints about any illegality or infringement of the rights of third parties in said content. By using any of the Services and transmitting or publishing any content that uses said Service, you expressly accept the determination of questions of illegality or infringement of the rights of third parties in said content by the agent appointed by You Prism for this purpose.
To know the procedure related to complaints of illegality or infringement of the rights of third parties in the content transmitted or published using the Services, you can access https://youprism.com/en/abuse-policy/.
If you wish to protest because of the the blocking or elimination of content by You Prism, you may do so in the manner indicated here https://youprism.com/politica-de-abuso/.
Sample files and applications
You Prism can provide sample files and applications in order to demonstrate the ability to use the Services effectively for specific purposes. The information contained in these files and sample applications consists of random data. You Prism makes no warranty, express or implied, as to the accuracy, usefulness, completeness or reliability of the information or files and sample applications.
Disclaimer of guarantees
YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED AS IS AND ARE AVAILABLE. YOU PRISM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU PRISM MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES WILL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE PHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM YOU PRISM, ITS EMPLOYEES OR REPRESENTATIVES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of liability
YOU AGREE THAT YOU WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY LOSS OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES OR LOSS OF BUSINESS PROFITS, COMMERCIAL INTERRUPTION, LACK OF COMPUTATION, LACK OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY USE OR INABILITY TO USE THE SERVICE, EVEN IF YOU PRISM HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL YOU PRISM BE LIABLE TO YOU FOR ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE RATES PAID BY YOU FOR THIS SERVICE.
You agree to indemnify and hold harmless You Prism, its officers, directors, employees, suppliers and affiliates from and against any loss, damages, fines and expenses (including attorneys’ fees and costs) that arise from or are related to any claim you have. used the Services in violation of the rights of another party, in violation of any law, in violation of any provision of the Terms, or any other claim related to your use of the Products or Services provided, except when You Prism authorizes such use.
Any controversy or claim arising out of or relating to the Terms will be resolved through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim of this type will be arbitrated individually and will not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the referee will be final and unappealable. The arbitration shall be conducted in Puerto Rico and the ruling on the arbitration award may be entered in any court that has jurisdiction over it. In spite of the contrary, You Prism can request at any time precautionary measures or other forms of equitable relief before any court of competent jurisdiction.
Suspension and Termination
We may suspend your user account, temporarily disable access or discontinue service to all or part of any Service in case of suspected illegal activity, prolonged periods of inactivity or requests by the police or other government agencies. Objections to the suspension or deactivation of user accounts must be made to email@example.com thirty days of notification of the suspension. We can cancel a user account suspended or disabled after thirty days. We will also cancel your user account on your request.
In addition, we reserve the right to cancel your user account and deny the Services if we believe that you have violated the Terms and can cancel your access to any Beta Service in the event of unexpected technical problems or interruption of the Beta Service. You have the right to cancel your user account if You Prism breaches your obligations under these Terms and, in such case, you will be entitled to a pro-rated refund of any prepaid fees. The termination of the user account and / or service will include the denial of access to all Services, the deletion of information in your user account, such as your email address and password, and the deletion of all data in your account. of user.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org.
50% of the rate stipulated in the proposal that we made, must be paid immediately once the buyer approves and the instruction that the design and development of the project begins. The remaining 50% must be paid once the work is completed to your reasonable satisfaction. We reserve the right not to start any project until the deposit is paid in full.
50% of the deposit will only be refundable if You Prism does not comply with the obligations under the contract. The deposit is not refundable if our developer started the project and you decided to terminate the contract without any fault on our part.
2. MATERIAL SUPPLY
You must provide all the materials and information required by You Prism to complete the work within 30 calendar days of signing the contract. Such materials may include, but are not limited to, photographs, written copies, logos and other materials. In case of delay in the supply of these materials, which causes a delay in carrying out the work, we have the right to extend the previously agreed terms by a reasonable amount.
In case you do not complete the supply of incomplete materials within 60 calendar days from the signing of the contract, which prevents the progress of work, we have the right to close the project without refund of the deposit and to invoice for any part or parts of work already completed.
We are pleased of the opportunity to make revisions to the design. Nevertheless, we have the right to limit the number the designs proposals to a reasonable quantity and You Prism can charge for additional designs if their is a change made in the specification of the original design.
Our development fase of website is flexible and allows certain variations to de original specification. Nevertheless, any important deviation of the specification will be charged at $ 72.00 per hour.
4. PROJECT DELAYS AND CLIENT RESPONSIBILITIES
Any timeframe or estimates we give depend on your full cooperation and the complete and final content of the work. During development there is a certain amount of feedback needed to advance to later phases. It is required that a single contact point be appointed on their behalf and this must be available daily to streamline the feedback process.
5. WORK APPROVAL
Upon completion of the work, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory point within 7 days of such notification. Any work that has not been reported in writing as unsatisfactory within the 7-day review period will be considered approved. Once approved or considered approved, the work can not be rejected later and it will be considered that the contract has been completed and the balance of 50% of the project price will be required.
6. REJECTED WORKS
If you reject any of our work within the 7-day review period, or do not approve the subsequent work done by us to remedy the points recorded as unsatisfactory and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can Choose to treat this contract as final and take steps to recover the payment for the finished work.
At the end of the 7-day review period, we will bill you for the 50% balance of the project. Once the final invoice is sent you will have 7 days to issue the remaining balance. If you do not receive payment, You Prism will apply a penalty for late payments.
8. YOUR GUARANTEE OVER THE PROPERTY OF THE INTELECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities regarding the use of all copies, graphic images, registered company logos, names and trademarks, or any other material that you provide us to include in your website or web applications.
You must indemnify us and keep us free of any claims or legal actions related to the content of your website or application.
- Web Pages Development
- Once you have paid us in full for our work, we grant you a license to use the website and its related software and content during the life of the website.
- Applications development
- Once the ITU test phase (User Integration Testing) is finished, a license will be billed to start the UAT (User Acceptance Testing) phase. This date will be the beginning of your billing cycle for your subscription in said application.
- At the end of the UAT phase, the remaining 50% of our work will be billed plus the additional licenses of your organization will be billed.
- Application Customizations
- You must acquire at least one license from the application that will be personalized. This date will be the beginning of your billing cycle for your subscription in that application.
- At the end of the UAT phase, the remaining 50% of our work will be billed plus the additional licenses of your organization will be billed.
10. SEARCH ENGINES
We do not guarantee any specific position in the search engine results for your website. We perform the basic optimization of the search engine in accordance with current best practices.
11. CONSEQUENTIAL LOST
We will not be responsible for any loss or damage that you may suffer, which is in any way attributable to any delay in the fulfillment or termination of our contract, however, the delay occurs.
12. RESPONSIBILITY EXEMPTION CLAUSE
To the extent permitted by law, all terms, conditions, guarantees, commitments, incentives or representations expressed, implied, statutory or otherwise (other than the express provisions of these terms and conditions) related in some way to The services that we offer you are excluded. Without limiting the foregoing, to the extent permitted by law, any liability of You Prism under any term, condition, warranty or representation that by law may not be excluded is, when allowed by law, limited to our option to substitution, re-repair or re-supply of services or payment of the cost of the services that they hired us to perform.
We reserve the the right to outsource the services that have been agreed realizing for you as we best seem.
14. NO DIVULGATION
Us (and the outsource that we contract) agreed that we will never reveal your confidential information to third parties.
15. ADITIONAL EXPENSES
You accept reimburse us the requested expenses that do not form part of our proposal, including but not limiting the purchasing of templates, software of third parties, archive photographies, sources, domain name registries, web lodging or comparable expenses.
16. SECURITY COPIES
You are responsible for maintaining your own backup copies with respect to your website and / or application and we will not be responsible for restoring the data of customer websites or applications, except to the extent that such data loss is derived from a negligent act or omission on our part.
17. DOMAIN NAME PROPERTY AND WEB LODGING
We will provide you with account credentials for the registration of domain names and / or web hosting that we acquire on your behalf when you reimburse us for the expenses that we have incurred.
18. APLICABLE LAW
Any contract resulting from this proposal shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Puerto Rico.
In the event that a court or agency having jurisdiction determines that any of these terms and conditions are not valid, the remaining provisions will remain in full force and effect.
19. ELECTRONIC COMMERCE (E-COMMERCE)
We guarantee that there are no hidden costs and there are no surprises! What we quote is what you pay. We deliver within the agreed period and we will make sure you are satisfied.
There are no hidden costs. What we quote is what you pay. If the scope changes during the project, then a new quotation will be agreed before proceeding with any change.
When the website is delivered, all third party extensions will be updated and free of malicious code.
We will not bill you until you are 100% satisfied with your new website. Please note that we charge 50% in advance for design and development work to cover installation or other expenses and this fee is not refundable once the project is validated and the project is started.