Prisidio Terms of Service
Effective Date: 5/27/2026
These Terms of Service (“Terms”) govern your access to and use of the www.prisidio.com website (the “Website”) and the Prisidio mobile applications, platform, portals and services (collectively, the “Services”). You agree that by visiting the Services or by registering or using the Services, you are entering a legally binding agreement with Prisidio Inc. (“Prisidio”) based on the Terms, Privacy Policy, and, as applicable the Subscription Terms, which are hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. BY CLICKING ON THE “CREATE ACCOUNT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PRISIDIO, AND (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION IS ACCURATE AND COMPLETE. THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PRISIDIO, YOU MAY NOT ACCESS OR USE THE SERVICES. PLEASE REVIEW THE DISPUTE RESOLUTION PROVISION SET FORTH BELOW. YOU ARE REQUIRED TO RESOLVE DISPUTES WITH PRISIDIO ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
1. Prisidio as a Platform Provider
Prisidio provides a software platform (the “Platform”) that allows its users to store data, photographs, documents, materials, and/or other content (collectively, “User Content”) in a single online location on the Platform. Each User location storing User Content is referred to as a “Vault”.
A. Vault Owners: You are responsible for (i) managing your Vault and the User Content that you upload, transmit, post or otherwise make available for the Services; (ii) selecting who can access your Vault and what those individuals can see and do in your Vault; and (iii) ensuring that your contact information is up to date. Depending on the terms of your subscription plan, and the permissions selected by you pursuant to such plan, other users may add, delete, and/or modify the User Content in your Vault. User Content that is deleted cannot be retrieved except under limited circumstances and any such retrieval will incur an additional fee. Prisidio will not be liable for any damages or losses that occur as a result of your use of the Services or from a third party’s actions. Any third-party to whom you provide or otherwise make available User Content via the Services will be permitted to use the User Content to the same extent as if you provided it directly to that third party. When a User accesses your Vault, you may be provided with location data for such User, however, you may opt-out from such location notifications. Before uploading any information to the Services or providing access to a User, please familiarize yourself with your account settings to understand the usage limits of your subscription plan, which users may access the User Content in your Vault and the permissions associated with such access, as well as any users that you may have blocked from your Vault. If you designate a Co-Owner or Keyholder for your Vault, we may share limited account and payment status information with those individuals as necessary to support the administration and continuity of your Vault. This may include whether your Vault is at risk of suspension or has been suspended due to non-payment. We do not share your payment method or other financial details with your designees. In the event of your death, your Vault Co-Owner (if any) may request the release of your Vault. If you do not have a Vault Co-Owner, or if your Vault Co-Owner is also deceased, then your Keyholder (if any) may request the release of your Vault. In order to be appointed as Keyholder for your account, such person must have a valid account and phone number with Prisidio, be added as an “Invited User” to your Vault, and have accepted your invitation to become a “Keyholder”. Note that Prisidio will not release your Vault to any blocked users. For more information, see Section 1.B. “Vault Co-Owner”, Section 1.D. “Keyholders”, and Section 8 “Death of a Vault Owner”. You expressly agree not to name Prisidio as a party in any dispute you have with any third-party related to User Content or Vault Access.
B. Vault Co-Owners: A Vault Owner may provide Vault access to a “Co-Owner”. If the Vault Owner’s subscription plan includes the right to set permissions, and provided your access has not been blocked, then as a Vault “Co-Owner”, you will have all the same rights and responsibilities with respect to the Vault as a Vault Owner except that Co-Owner (i) may not remove a Vault Owner’s access to the Vault or add, change, block, or delete a Co-Owner, and (ii) does not have payment responsibility for the Vault. The Co-Owner is responsible for all of its actions with respect to a Vault Owner’s Vault, including but not limited to deleting User Content and/or any uploading User Content to a Vault. Co-Owners are responsible for any User Content that is transmitted, posted, or otherwise made available for the Services. You acknowledge and agree that a Vault Owner may receive your location information when you access a Vault. You further acknowledge that a Vault Owner may terminate or temporarily block your access to the Owner’s Vault at any time and that you may lose access to any User Content that you provided to an Owner’s Vault. In the event of a Vault Owner’s death, you may request the release of a Vault Owner’s Vault to you within the account settings of the applicable Vault, provided that you (i) were not blocked by the Vault Owner and (ii) provide certain documentation, which includes, but may not be limited to, the Vault Owner’s death certificate. The Co-Owner must respond to Prisidio within designated time frames and complete the documentation in order to release the Vault, and if such requirements are not met, Co-Owner will be required to restart the process. Once the Vault is released, Prisidio will provide Co-Owner with one year of free access to the deceased Vault Owner’s Vault, subject to these Terms. During this time, Co-Owner may view or download User Content from the deceased Vault Owner’s Vault but may not delete, edit, or add new content. Prisidio will not be liable for any damages or losses that occur as a result of your use of the Services or loss of access to a Vault or from a third party’s actions. You expressly agree not to name Prisidio as a party in any dispute you have with any third-party related to User Content or Vault Access.
C. Invited Users: Vault Owners may provide Vault access to a third parties, each an “Invited User”. Subject to the terms of the Vault Owner’s subscription plan, the Vault Owner or Vault Co-Owner, as applicable, may determine an Invited User’s access rights, which may include uploading or removing items from the Vault. The Invited User is responsible for all of its actions with respect to a Vault Owner’s Vault, including but not limited to deleting User Content and/or any uploading User Content to a Vault. Invited Users are responsible for any User Content that is transmitted, posted, or otherwise made available for the Services. You acknowledge and agree that a Vault Owner or Co-Owner may receive your location information when you access a Vault. You further acknowledge that your access to the Owner’s Vault may be terminated or blocked any time, and that you may lose access to any User Content that you provided to a Vault Owner’s Vault. Prisidio will not be liable for any damages or losses that occur as a result of your use of the Services or loss of access to a Vault. You expressly agree not to name Prisidio as a party in any dispute you have with any third-party related to User Content or Vault Access.
D. Keyholders: A Keyholder is a party that is authorized to request the release of a Vault after the death of a Vault Owner (and Vault Co-Owner, if applicable), provided that the Keyholder’s access has not been terminated or blocked. A Keyholder must have a valid account and phone number with Prisidio, be added as an “Invited User” to the applicable Vault, and have accepted the Vault Owner’s invitation to become a “Keyholder”. In the event of a Vault Owner’s death, the Keyholder may notify Prisidio within the account settings of the applicable Vault and provide documentation of the Vault Co-Owner’s death. If the Vault Owner selected a Vault Co-Owner, the Keyholder must also provide documentation of the Vault Co-Owner’s death. Documentation shall include, but is not limited to, death certificates of the deceased party(ies). Keyholder must respond to Prisidio within designated time frames and complete the documentation in order to release the Vault, and if such requirements are not met, Keyholder will be required to restart the process. Once the Vault is released, Prisidio will provide Keyholder with one year of free access to the Vault, subject to these Terms. Keyholder may view or download User Content from the released Vault but may not delete, edit, or add new content. For more information, see Section 8 “Death of a Vault Owner”. You expressly agree not to name Prisidio as a party in any dispute you have with any third-party related to a Vault related to your role as a “Keyholder”.
E. User Content Deletion: If your access to the Services is suspended or terminated due to non-payment or for any other reason, Prisidio may permanently delete your User Content and your Vault from the Services as described in Section 8 below. If you wish to access your User Content within 60 days of termination or suspension of your account, you may do so by renewing your subscription. After 60 days, Prisidio may, in its sole discretion, charge an additional fee for providing you with copies of your User Content or may not otherwise be able to satisfy your request for copies. Prisidio will not be responsible for any damages or losses that occur as a result of the deletion of your User Content (whether by Prisidio, you, or another User) or Vault and will not be responsible for your failure to receive notification that your User Content or Vault will be deleted.
F. Security Protocols: The Platform is provided in accordance with commercially reasonable security protocols (“Security Protocols”). Notwithstanding the foregoing, no method of electronic storage or transmission over the Internet is completely secure, and Prisidio cannot guarantee the absolute security of any Vault or User Content. You expressly acknowledge and agree that (i) your Vault and User Content may be subject to unauthorized access, use or disclosure even if the Security Protocols are properly followed by Prisidio and that Prisidio will not be responsible for any damages, claims, losses or harm that occur related to any unauthorized access, use or disclosure of User Content from a Vault, regardless of the cause thereof.
G. Identity Verification: Vault Owners, Co-Owners, and Keyholders are required to verify their identify and we may use an identity verification platform to confirm your identity. Our current identity verification platform is provided by CLEAR Secure, Inc. (“CLEAR”). When you elect to verify your identity through CLEAR, you will be directed to CLEAR’s verification interface, where you may be asked to submit government-issued identity documents (“ID”) (e.g., a passport) and a live selfie image. CLEAR uses biometric data, including facial geometry and facial feature mapping, to compare your live selfie against the photograph in your ID and verify that you are the authorized holder of that document. We receive from CLEAR only the verification results (e.g., PASS/FAIL) and such personal information as is necessary to confirm your identity and fulfill the purposes described in this Privacy Policy. We do not receive or store the raw biometric data processed by CLEAR. By choosing to verify your identity through CLEAR, you acknowledge that your personal information, including biometric data, will be collected, processed, and stored by CLEAR in accordance with CLEAR’s own privacy policy and terms of use. CLEAR acts as an independent data controller with respect to the personal information it collects and processes through its platform. We encourage you to review CLEAR’s privacy policy available here.
H. Artificial Intelligence. Prisidio may offer features and functionality that utilize artificial intelligence, machine learning, or similar technologies (collectively, "AI Services"). AI Services may include, without limitation: (i) enhancements to Vaults, such as automated scanning and processing of Vault content, generation of document summaries, extraction of key information (e.g., renewal or expiration dates) ("Extracted Data"), recommendations for related or additional Vault content, and enhanced search functionality powered by AI-driven indexing and natural language processing; and (ii) standalone tools and features, such as chatbots, virtual assistants, conversational interfaces, and other AI-powered tools that may operate independently of any Vault. AI Services may be powered by proprietary and/or third-party artificial intelligence technologies. All outputs generated by AI Services, including, without limitation, document summaries, Extracted Data, recommendations, search results, and any responses or content generated by the AI Services, are produced by automated systems and are not guaranteed to be complete, accurate, current, or error-free. You acknowledge and agree that: (a) AI-generated outputs are provided for informational purposes only and do not constitute legal, financial, tax, or other professional advice; (b) you are solely responsible for independently verifying AI-generated outputs before relying on them for any purpose, including any decision-making; (c) Prisidio shall not be liable for any damages, losses, claims, or harm of any kind arising from or related to your use of, or reliance on, any AI-generated outputs; and (d) Prisidio reserves the right to modify, suspend, or discontinue any AI Services at any time, in its sole discretion, without notice or liability to you.
2. Basic Terms
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Prisidio and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services. If you are under 18 years of age, you may not use the Services for any reason. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Prisidio may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Prisidio granting you access to and use of the Services, you agree that Prisidio, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.
By providing your mobile number to Prisidio, you agree that the Services may send you informational, promotional or other notifications by SMS/MMS to your mobile device as part of the normal operations of the Services. Depending on your mobile phone plan, messaging charges may apply. You may opt-out of the text messages or notifications by updating your preferences in your account settings or by replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any SMS/MMS mobile message from us. By providing a mobile phone number, you warrant and represent that you have the necessary rights and authority to share and receive messages at that mobile phone number. You have a duty to notify us prior to the end or termination of your use of the mobile telephone number you provided by opting-out of text messaging or otherwise notifying us that you are no longer an authorized user or owner of the telephone number.
3. Privacy
Any information that you provide to Prisidio is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States for storage, processing and use by Prisidio. As part of providing the Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Prisidio account, which you may not be able to opt-out from receiving.
If you send or authorize Prisidio to contact or send an invitation to a third-party to join or use the Services, you are expressly representing that the third-party has requested to join the Services or to receive the information and that any communication extending the invitation was sent in accordance with applicable law. If you provide the personal information of any third party as part of your account setup or for any other reason, you expressly represent that you have the full consent of the data subject and the full right and authority to provide Prisidio with the information to be used in accordance with these Terms and the Privacy Policy.
4. Passwords
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We require you use “strong” passwords and two factor authentication with your account and with other accounts that you may connect to your Prisidio account. Prisidio cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
Every user of the Services is required to have their own access account—account sharing is strictly prohibited. You are expressly prohibited from allowing any third-party access to the Services via your account.
5. Content on the Services
Please be aware that Prisidio does not verify the accuracy of any information available on the Services, including User Content. Any use or reliance on any User Content or other information you obtained through the Services is at your own risk. You understand that by using the Services, you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Prisidio be liable in any way for any User Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
Prisidio does not claim ownership rights in any User Content. However, in order for Prisidio to make User Content available on the Platform, you agree that upon uploading User Content to the Platform, you grant Prisidio a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, adapt, publish, translate, distribute, and display such User Content solely as reasonably necessary to provide functionality and access to the Services. By uploading User Content to the Services, you represent and warrant that (i) you own and control all of the rights to the User Content or you otherwise have all necessary rights to upload such User Content to the Services; (ii) the User Content is accurate and not misleading or harmful in any manner; and (iii) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.
You agree not to use or permit use of the Services to display, store, process or transmit any User Content that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) constitute an infringement of intellectual property or other proprietary rights, or (iv) violate privacy rights, or any other applicable laws, ordinances or regulations.
The foregoing list of prohibited User Content and user restrictions is not intended to be exhaustive. If Prisidio receives information that you are in violation of any of the foregoing restrictions or other activities detrimental to the Services, Prisidio will notify you, and you agree to promptly take appropriate action to resolve such violation. If you do not take required action in accordance with the above, Prisidio reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions or if Prisidio believes your actions are detrimental to the Services or other users, including the removal or disablement of access to such Services. Prisidio shall have no liability to you in the event that Prisidio takes such action.
6. Prisidio Rights
Platform; Feedback. All right, title, and interest in and to the Services and any content (excluding User Content) available on the Platform are and will remain the exclusive property of Prisidio and its licensors. The Services and the Platform are protected by copyright, trademark, and other laws of both the United States and foreign countries. Prisidio reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Prisidio, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Usage Data. In connection with your use of the Services, Prisidio may collect, generate, and process data and information relating to your access to and use of the Services, including but not limited to, technical logs, feature usage statistics, session duration, device and browser information, clickstream data, performance metrics, and other diagnostic or analytical data (collectively, "Usage Data"). For the avoidance of doubt, Usage Data does not include User Content. You acknowledge and agree that: (i) Prisidio owns all right, title, and interest in and to Usage Data; (ii) Prisidio may collect, use, aggregate, de-identify, and analyze Usage Data for any lawful business purpose, including but not limited to operating, maintaining, improving, and enhancing the Services, developing new products and features, conducting research and analytics, generating benchmarking and industry insights, and creating and commercializing de-identified or aggregated data sets; (iii) Prisidio may retain Usage Data for so long as reasonably necessary to fulfill the purposes described herein, including after termination or expiration of your account; and (iv) to the extent any Usage Data is aggregated or de-identified such that it can no longer reasonably be used to identify you or any individual, such data shall not be considered personal information or User Content and may be used and disclosed by Prisidio without restriction or obligation to you.
7. Restrictions on Use of the Services
We reserve the right at all times (but will not have an obligation) to suspend and/ or terminate Users or reclaim user accounts without liability to you.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Prisidio’s computer systems, or the technical delivery systems of Prisidio providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Prisidio (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Prisidio (NOTE: scraping the Services without the prior consent of Prisidio is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) duplicate, translate, modify, copy, reverse engineer, disassemble, decompile the Services or any firmware or software provided therewith; (vii) use the Services to develop, test, host, or run and operate applications on behalf of third-parties without Prisidio’s prior written consent; (viii) disclose results of any benchmark tests to any third party without Prisidio’s prior written consent; (ix) use the Services in any way that is contrary to the terms and conditions of this Agreement; or (xi) use the Services for any unlawful purposes.
8. Ending Your Subscription; Suspension and Termination; Death of Vault Owner
Termination of your subscription will automatically terminate your access to your Vault, however, you may continue to participate on the Platform in other capacities (i.e. Co-Owner and/or Invited User of another Vault). Please note that terminating your subscription and/or discontinuing your use of the Platform will not relieve you of any payment obligations you have pursuant to a subscription or other agreement with Prisidio. If your payment method fails on the due date, Prisidio will attempt to resubmit your payment method two more times over a nine day period. If payment is not successful, access to your Vault will be suspended until all outstanding fees are paid. Regardless of the reason forof your account suspension or termination, (i) after 60 days, your User Content will be moved to remote storage requiring an additional fee and may require a court order to revive access; and (ii) after 180 days, all User Content associated with your Vault will be permanently destroyed.
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms or any other agreement between you and Prisidio, (ii) you create risk or possible legal exposure for us; (iii) your Vault has been released pursuant to Section 1.B. or Section 1.D.; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account. Further, if you designate a Co-Owner or Keyholder for your Vault, we may share limited account and payment status information with those individuals as necessary to support the administration and continuity of your Vault. This may include whether your Vault is at risk of suspension or has been suspended due to non-payment. We do not share your payment method or other financial details with your designees.
Nothing in this section shall affect Prisidio’s rights to change, limit or stop the provision of the Services without prior notice, as provided in these Terms.
Upon the death of a Vault Owner, the (i) Vault Co-Owner (if any) may request the release of a Vault Owner’s Vault to the Vault Co-Owner pursuant to the terms of Section 1.B; and (ii) Keyholder (if any) may request the release of a Vault Owner’s Vault to the Keyholder pursuant to the terms of Section 1.D. After completion of the applicable access period, the applicable Co-Owner’s or Keyholder’s access to the Vault will be automatically terminated and the User Content in the Vault will be destroyed in accordance with Prisidio’s standard processes.
9. Disclaimers, Limitations of Liability and Indemnity
Please read this section carefully since it limits the liability of Prisidio and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Prisidio Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”: Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE PRISIDIO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Prisidio Entities make no warranty and disclaim all responsibility and liability for: (i) the actions of any Prisidio user; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of uploading, transmitting or otherwise displaying any information or User Content on the Services; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content, User Content, and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; or (vii) any advice or information you receive through the Services; and (viiiix) any injuries or harm you or a third party incurs as a result of any interaction information or advice received through the Services. No advice or information, whether oral or written, obtained from the Prisidio Entities or through the Services, will create any warranty not expressly made herein.
B. Third-Party Products: The Services may integrate, offer access to, or otherwise make available products, services, content, or resources provided by third parties (collectively, "Third-Party Products"), including but not limited to (i) Stripe (payment processor) and (ii) identity verification and identity protection services provided by CLEAR or other providers. Third-Party Products may be accessed through the Site, embedded within the Services, or otherwise facilitated by Prisidio. You acknowledge and agree that: (i) Third-Party Products are provided by their respective third-party providers, not by Prisidio, and may be subject to separate terms, conditions, and privacy policies established by such third-party providers; (ii) the Prisidio Entities are not responsible or liable for the availability, accuracy, completeness, reliability, or quality of any Third-Party Products, or any content, data, or outputs generated by or through such Third-Party Products; (iii) the inclusion, integration, or availability of any Third-Party Products through the Services does not constitute an endorsement, recommendation, or guarantee by the Prisidio Entities of such Third-Party Products or their respective providers; and (iv) your use of any Third-Party Products is at your sole risk, and you assume all responsibility and liability arising from or related to such use, including any interactions with third-party providers. Prisidio reserves the right to add, modify, or discontinue the availability of any Third-Party Products at any time without notice or liability to you.
C. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRISIDIO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) THIRD-PARTY PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PRISIDIO ENTITIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO PRISIDIO, IF ANY, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. FOR THE AVOIDANCE OF DOUBT, THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK.THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PRISIDIO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
D. Indemnification: To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Prisidio Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Prisidio User; (3) your User Content and any injury, harm damage or loss that falls to you or a third-party related to your User Content or any information you upload or transmit through the Services; (4) any claim that an invitation sent to a third-party by you or by Prisidio at your request is spam, unsolicited commercial email or otherwise violates applicable law; (5) any personal information about a third-party that you provide to Prisidio; (6) any information you learn about on or through the Services, including without limitation, any unauthorized use or disclosure of personal information you learned about on the Services; and (7) any activity in which you engage on or through the Services.
10. General Terms
A. Waiver and Severability: The failure of Prisidio to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Arbitration: Controlling Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Prisidio (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its then-current Consumer Arbitration Rules. Arbitration shall be conducted on an individual basis only, and not as a plaintiff or class member in any purported class, consolidated, or representative action or proceeding. The arbitrator shall have exclusive authority to resolve all Disputes, including any claim that all or any part of these Terms is void or voidable. Any such arbitration shall be conducted in the State of Florida, unless otherwise required by the AAA's rules for consumer arbitrations. The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive or declaratory relief, but 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. The arbitrator's award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information; and (b) bring any claim for amounts owed under these Terms, including but not limited to disputes relating to subscription fees, non-payment, chargebacks, or billing discrepancies ("Payment Disputes"), in small claims court or any court of competent jurisdiction, provided that if such Payment Dispute exceeds the jurisdictional limit of small claims court, it shall be resolved through arbitration in accordance with this Section. You acknowledge and understand that, with respect to any Dispute:
- YOU ARE AGREEING TO MANDATORY AND BINDING ARBITRATION, AND ARE WAIVING ANY RIGHT TO RESOLVE DISPUTES THROUGH LITIGATION IN COURT, EXCEPT FOR (I) CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF FOR INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION VIOLATIONS AND (II) PAYMENT DISPUTES AS DESCRIBED ABOVE.
- YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY.
- YOU ARE WAIVING YOUR RIGHT TO SERVE AS A REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CLASS MEMBER, OR TO OTHERWISE PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.
- YOU MUST FILE ANY ARBITRATION DEMAND OR CLAIM WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE DISPUTE FIRST AROSE, OR SUCH CLAIM SHALL BE PERMANENTLY BARRED. THIS ONE-YEAR LIMITATION APPLIES REGARDLESS OF ANY STATUTE OF LIMITATIONS THAT MIGHT OTHERWISE APPLY.
- IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE UNENFORCEABLE, THE REMAINING PORTIONS SHALL REMAIN IN FULL FORCE AND EFFECT, EXCEPT THAT IF THE CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION SHALL BE VOID AND UNENFORCEABLE.
C. Entire Agreement: These Terms, the Privacy Policy, and your subscription agreement (if applicable) are the entire and exclusive agreement between Prisidio and you regarding the Services (excluding any service for which you have a separate agreement with Prisidio that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Prisidio and you regarding the Services.
D. Force Majeure. Prisidio shall not be liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure results from any cause beyond Prisidio's reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, civil disturbances, labor disputes, government actions or orders, embargoes, sanctions, failures or disruptions of the Internet or telecommunications infrastructure, cyberattacks, distributed denial-of-service attacks, power outages, fire, flood, earthquake, or failures of third-party hosting or cloud service providers (each, a "Force Majeure Event"). During a Force Majeure Event, Prisidio's affected obligations shall be suspended for the duration of such event, and Prisidio shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. A Force Majeure Event shall not relieve you of any of your obligations under these Terms.
E. Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms, in whole or in part, whether voluntarily, by operation of law, or otherwise, without Prisidio's prior written consent. Any attempted assignment in violation of this provision shall be null and void. Prisidio may freely assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, without notice to or consent from you, including but not limited to in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of Prisidio's assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
F. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Prisidio and do not confer any rights, benefits, or remedies upon any third party, including but not limited to any Invited User, Keyholder, Vault Co-Owner, or any other person or entity. No third party shall have any right to enforce any provision of these Terms. Nothing in these Terms shall be construed to create any agency, partnership, joint venture, or employment relationship between you and Prisidio.
G. Survival. The following provisions shall survive any termination or expiration of these Terms or your account: Section 5 (Content on the Services), Section 6 (Prisidio Rights), Section 6.A (Usage Data), Section 7 (Restrictions on Use), Section 9 (Disclaimers, Limitation of Liability, Indemnification, and Third-Party Products and Services), Section 10 (Governing Law; Dispute Resolution), and any other provisions that by their nature are intended to survive, including all accrued rights and obligations, all representations and warranties, all limitations of liability, and all indemnification obligations. Termination of your account shall not relieve you of any obligations arising prior to termination.
H. Notices. Consent to Electronic Communications. All notices, requests, and other communications required or permitted under these Terms shall be in writing. Prisidio may provide notice to you by: (i) posting a notice on the Site; (ii) sending an email to the email address associated with your account; or (iii) sending push notifications through the Platform, (iv) by SMS or text message, (v) any other method Prisidio reasonably selects. Notice provided by Prisidio via the Site shall be deemed given upon posting, and notice provided by email shall be deemed given twenty-four (24) hours after sending. By creating an account or using the Services, you consent to receive communications from Prisidio electronically, including but not limited to account notifications, legal notices, policy updates, billing statements, and other information relating to the Services. You agree that all agreements, notices, disclosures, and other communications that Prisidio provides to you electronically satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law, including but not limited to the requirements of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).You are responsible for maintaining a current and valid email address in your account settings, and your failure to do so shall not affect the validity of any notice sent by Prisidio. You may provide notice to Prisidio by sending written communication to: legal@prisidio.com. Notice provided by you shall be deemed given upon actual receipt by Prisidio.
I. Modifications. We may revise these Terms from time to time, the most current version will always be at www.prisidio.com/terms-of-service. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end your subscription and discontinue your use of the Platform. By continuing to access your Vault or otherwise using the Services after those revisions become effective, you agree to be bound by the revised Terms.
J. Contact Us. If you have any questions about these Terms, please contact us at legal@prisidio.com or by using the “Contact Us” feature on the Services.