Terms and Conditions #

PLEASE READ CAREFULLY BEFORE USING THIS SAAS SERVICE. BY AGREEING TO THIS AGREEMENT OR ACCESSING AND USING THE SAAS SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN.

1. DEFINITIONS #

• “Agreement”: means the present Agreement including the Scope of the Service included under Exhibit A.

• “Customer”: refers to the individual or a legal entity, as applicable, that registers for or uses the Service. If executing this Agreement on behalf of a company, signer shall represent that has the authority to bind the company to the terms governing the use of the Service.

• “Parties”: Prisma Campaigns and the Customer.

• “Platform”: means the software platform for the provision of the Prisma Campaigns Service.

• “Prisma Campaigns” or “Service Provider”: means Prisma Campaigns Inc, its affiliates, suppliers, developers, employees, directors, shareholders.

• “Prisma Campaigns Service” or the “Service” or “SaaS Service”: means the software-as-a-service omnichannel marketing automation and personalization technology platform for financial institutions which is provided as software as a service (SaaS), hosted by Prisma Campaigns.

• “Scope of Service”: are the terms of the service included under this Agreement under Exhibit A.

• “Spam” or “Unsolicited Bulk Email": Unsolicited means that the Recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages, all having substantively identical content.

2. THE AGREEMENT #

2.1 This Agreement governs the use by Customer of Prisma Campaigns Service. Service Provider agrees to provide the SaaS Service described herein and to the extend included in the Scope of the Service under Exhibit A. All these constitute the complete and exclusive terms of the Agreement between the Parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof.

2.2 The Customer agrees to comply with the Scope of Services, price, payment terms and term of the SaaS Service agreed upon.

2.3 Term. This Agreement shall start on the date Customer is added to the SaaS Service and shall be effective until Customer is removed from the SaaS Service. Service Provider may remove Customer from the SaaS Service due to abuse of the SaaS or non-payment.

2.4 Surviving Terms. All sections of this Agreement which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

3. TERMS OF USE #

3.1 Grant of Access to SaaS Service. Service Provider grants to Customer limited, non-exclusive, terminable, non-transferable access and use of the SaaS Service for Customer’s internal business purposes during the agreed Term, subject to this Agreement and the Scope of Service attached under Exhibit A.

3.2 Service Provider agrees to make available the Platform to the Customer for the SaaS Service by setting up an account with administrative rights for the Customer on the Platform and providing the Customer login details for that account.

3.3 Customer’s use of the SaaS Service is limited to the field of use specified in this Agreement. Any use beyond the field of use is outside the scope of this Agreement and shall be negotiated as an amendment to this Agreement or a separate agreement between the Service Provider and the Customer.

3.4 No Modifications. Customer shall not copy, reproduce, alter, modify, transmit or make derivative works based upon the SaaS Service.

3.5 Customer shall not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the SaaS.

3.6 No Unauthorized Access. Customer shall not exceed any access Service Provider allows it, access Service Provider services or resources without Service Provider’s authorization, disassemble, decompile or reverse engineer the SaaS Service. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SAAS Service. Breach of this section may violate the Computer Fraud and Abuse Act, Economic Espionage Act, or other laws.

3.7 Customer is responsible for all activity occurring under Customer user accounts, and will abide by all applicable laws, treaties, and regulations in connection with its use of the SaaS Service. Customer’s administrators shall have the authority to act on behalf of Customer to perform administrative duties, enter into binding agreements and accept charges.

3.8 Prohibited use. Customer shall not use the SaaS Service for any purpose that is unlawful or prohibited by these Terms of Use. Customer may not take any actions, whether intentional or unintentional, that could damage, disable, overburden, or impair the SaaS Service, any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party’s use of the SaaS Service. Service Provider may at any time suspend the access and use of the SaaS Service in the event of violation of these Terms of Use.

3.9 Spam Policy. Prisma Campaigns does not tolerate sending Spam through its SaaS Service. Customer agrees not to use the SaaS Service to send Spam and acknowledges that sending Spam is a material breach of this Agreement for which immediate termination is appropriate, and that Service Provider may immediately suspend Customer’s account for sending Spam. Service Provider will not make any refunds, full or partial, if it terminates Customer for non-compliance with this spam policy.

3.10 Service Provider will apply all the commercially reasonable efforts to keep the SaaS Service available on 24 hours a day, 7 days a week basis. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by third-party providers, or because of other causes beyond Service Provider’s reasonable control, but Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Service Provider does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is”.

3.11 If changes or updates are required on Prisma Campaigns integration API, Prisma Campaigns will provide at least 30 (thirty) days’ advance notice. The Customer shall impact those changes in their integration code within a period of 90 (ninety) days.

3.12 Links to Third Party Sites. The SAAS Service may provide links that allow the Customer to leave Service Provider’s site and/or access third party websites. The linked sites in most cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for webcasting or any other form of transmission received from any linked site. Service Provider provides this links functionality only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.

3.13 Customer Data. “Customer Data” means any data, information, or material that Customer provides to the SaaS Service. Service Provider does not own Customer Data. Customer Data is Customer’s proprietary and confidential information, and will not be accessed, used, or disclosed by Service Provider except for the limited purpose of supporting Customer’s use of the SaaS Service or as described in Section 3.15 (Legal Disclosures). Notwithstanding the forgoing, Customer grants to Service Provider, and Service Provider accepts from Customer, a non-exclusive, limited license to study Customer Data and to use data to develop better algorithms for the SaaS Service (“Algorithms”), and for additional products and/or features developed by the Service Provider. Under no circumstances shall Service Provider have any right to include or incorporate any personally identifiable information in the Algorithms or to disclose to any third party any personally identifiable information. Customer is solely responsible for the accuracy, legality, reliability, and intellectual property ownership of the Customer Data.

3.14 Retrieval of Customer Data. If requested within thirty (30) days after termination or expiration of the subscription, Service Provider will provide the Customer with temporary access to the SaaS Service or copies of all Customer Data in Service Provider’s possession. When providing temporary access to the account a re-activation fee may be charged. Thirty (30) days after termination or expiration of the subscription, Service Provider will have no obligation to maintain or provide the Customer with the Customer Data. Service Provider will permanently delete all Customer Data from the platform.

3.15 Data Privacy. Service Provider shall maintain commercially appropriate administrative, physical and technical safeguards to protect data in the SaaS Service. Customer agrees that Service Provider may process data in the United States. Company shall comply with applicable data privacy regulations regarding transfer and safe-keeping of data in the SaaS from European Union and other jurisdictions to the United States.

3.16 Legal Disclosures. Service Provider may disclose information about Customer, or Customer Data, to third parties if it determines that disclosure is reasonably necessary to comply with the law or an enforceable government request, to protect any person from death or serious bodily injury, to investigate or prevent fraud or abuse of Service Provider or its Customers, or to protect Service Provider’s property or other legal rights.

3.17 In the event of breach of any terms of this Agreement by the Customer or its end users, and if the breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the Agreement in whole or in part immediately upon written notice to Customer. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.

3.18 Service provider reserves the right to update these Terms of Use or the Scope of Service under Exhibit A from time to time. Such updates will become effective when Service Provider notifies the Customer. Any modified Terms of Use or Scope of Service shall supersede all previous versions. If any such updates substantially affect the SaaS Service previously agreed, Customer may terminate the SaaS Service without responsibility, giving Service Provider due notice. The modifications will become effective if after a 90 (ninety) day period from the notification Customer does not communicate Service Provider of non-acceptance.

4. OWNERSHIP #

4.1 The SaaS Service, any material or information provided pursuant to the SaaS Service, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by United States and international copyright, trademark and patent laws, as applicable. This Agreement is not a sale and does not convey any ownership rights in the SaaS (including its underlying software).

5. CUSTOMER REPRESENTATIONS #

5.1 Customer as subscriber represents and warrants that: (i) it has full power and authority to enter into this Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Use; (ii) only Customer and its Users shall be permitted to access the SaaS Services and any related tools, applications, information and materials provided in connection with the SaaS Services; and (iii) it shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the SaaS Services; (iv) it will be the only responsible to provide, install and maintain the necessary electric service, wiring, equipment, communication line access to the SaaS Services and shall be responsible for ongoing charges for own SaaS use; (v) will provide resources and will execute the required configuration and integration activities on its environments for the successful SaaS Service implementation; and (vi) it is required to designate a representative of the account in order to receive the corresponding notifications and communications, and must notify Service Provider of any changes in that designation. The modification shall be effective upon receipt by the Service provider.

5.2 Customer agrees that Service Provider may reference its business relationship with the Customer in its marketing or sales materials.

6. CONFIDENCIALITY #

6.1 Parties assume the obligation of reserve and confidentiality, and it is expressly forbidden to disclose, any information provided as Confidential Information for the term of this Agreement and two years after its termination.

6.2 It is understood that such Confidential Information may include when expressly indicated, and without limitation: data referring users or customers of the Customer as well as information which it accesses as a consequence of the SaaS Service.

6.3 The term “Confidential Information” for the purposes of this Agreement, does not include the data or information that (a) is publicly known, except if it has become publicly known by fault or deceit of the receiving Party: (b) has lawfully another source or origin that are not the Parties provided that the disclosing Party is lawfully authorized to disclose the corresponding information; (c) has been previously known by the receiving Party beyond the scope of the initiated negotiation talks, provided that such situation may be confirmed in the records, writings or other reliable documentation; (d) has been granted by the disclosing Party in order to provide it to third parties under the purpose of this Agreement; (e) is expressly excluded by the Parties from the category of Confidential Information. When expressly required by the Customer, Service Provider agrees to return or eliminate the documentation and the information provided in the term of 5 business days after notice receipt and not to use its data in the event of termination of the Agreement due to any cause.

7. NO WARRANTIES AND LIMITATION OF LIABILITY #

7.1 No Warranties. Prisma Campaigns will grant no warranties other that provide Customer with the Service in the offered conditions and in case of any error provide the best commercial efforts possible to try to solve it. Prisma Campaigns does not warrant that the Service will meet Customer requirements, or that the SaaS Service will be uninterrupted or error-free. Prisma Campaigns disclaims all implied liability for damages arising out of this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure of the SaaS Service, whether caused by acts of commission or omission, or any other damage occurring.

7.2 Limitation of Liability. In no event shall the Service Provider (always including its licensors, suppliers, developers, etc.) be liable for any claim derived directly or indirectly form this Agreement. Service Provider does not assume any liability of any kind. In that sense, is expressly provided as an example and without limitation of any kind, that under no circumstance will the Service Provider assume liability due to:

7.4 Additionally, Customer agrees that, in the event of unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

8 DISPUTES AND GOVERNING LAW #

8.1 This Agreement is governed under the laws of the State of Florida, USA without reference to the choice of law principles thereof. Any dispute, claim, or controversy arising out of this Agreement will be submitted to the courts in the State of Florida. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.

9. GENERAL #

9.1 All communications and notifications related to this Agreement must be made in writing, accepting any reliable means of communication, including electronic mail to the Agreement representatives.

9.2 Section headings are provided for convenience only and shall not be used to construe the meaning of any section hereof.

9.3 Relationship of the Parties. The parties shall be independent contractors pursuant to this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party.

9.4 Amendments and Waivers. No change or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless written and signed by the parties. No delay or failure to require performance of any obligation under this Agreement will constitute a waiver, then or in the future.

9.5 Entire Agreement. This Agreement states the entire agreement and understanding of the parties on its subject matter, and supersedes all prior or contemporaneous discussions, understandings, and agreements between the parties, oral or written, on that subject matter.

9.6 Force Majeure. Prisma Campaigns shall bear no responsibility in cases deriving from fortuitous or force majeure cases. In such cases, Prisma Campaigns is exempted from providing services during the period of such force majeure event and/or its consequences. Some of the force majeure cases include: explosion, fire, flood or any kind of natural disaster; strike, blackout, riots, civil demonstrations and terrorist acts, epidemics, pandemics, events of biosecurity, breach of third parties, non-availability of essential resources and any other natural, political or cause of any nature beyond Prisma Campaigns control.