Terms of service
1 ACCEPTANCE OF TERMS
1.1 PrismCRM Limited ("Prism") provides users with access to a collection of CRM (contact relationship manager) resources, including, various online tools and services, content and contact management through its service known as PrismCRM ("PrismCRM") subject to the following Terms of Service ("TOS"), which may be varied or amended by Prism from time to time without notice. Your access to and use of PrismCRM is subject to the TOS and all applicable laws. By accessing and using PrismCRM, you accept the TOS without limitation or qualification.
1.2 The Agreement between you and Prism permitting you access to PrismCRM shall incorporate these TOS and shall come into effect when the Member Name, User Name and Password are issued to you.
2 ACCESS TO PRISMCRM
2.1 When accessing and making use of particular PrismCRM services, you and Prism shall be subject to any posted guidelines or rules applicable to PrismCRM which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. Prism also may offer other services from time to time such services being governed by separate terms of service.
2.2 You understand and agree that PrismCRM may include certain communications from Prism, such as service announcements and administrative messages, and that these communications are considered part of PrismCRM membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augments or enhances the current PrismCRM, including the release of new PrismCRM properties, shall be subject to the TOS. You understand and agree that PrismCRM is provided "as-is" and that Prism assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or settings.
2.3 You are responsible for obtaining access to PrismCRM and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access PrismCRM.
3 FEES
3.1 You agree to pay any subscription fee ("Fee") at rates in effect when the charges are incurred. You agree to provide Prism with complete and accurate information relating to your chosen method of payment and to update such information from time to time as is necessary to ensure payment of the Fee is made promptly.
3.2 In the event that your bank fails to authorise payment Prism reserves the right to suspend or terminate in whole or in part your access to PrismCRM.
3.3 Prism will seek to process any request for access to PrismCRM promptly but does not guarantee that such access will be available to you by any specified time.
3.4 Payment of the Fee permits access to PrismCRM for a period of one year from the date of such payment. Unless otherwise stated in these TOS you shall not be entitled to a refund of the Fee if you elect not to access PrismCRM during such period. This does not affect your statutory rights.
4 REGISTRATION DATA
4.1 In consideration of your use of PrismCRM, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by PrismCRM's registration form (such information being the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Prism has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Prism has the right to suspend or terminate your membership and refuse any and all current or future use of PrismCRM.
4.2 Any information submitted by you through PrismCRM shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, Prism recommends that you not submit information you consider confidential.
4.3 Use of PrismCRM signifies your consent to Prism collecting and using personal information about you in accordance with Prism's Privacy Policy. For more information concerning Prism's Privacy Policy, see www.prismgroup.co.uk
5 MEMBER ACCOUNT, PASSWORD AND SECURITY
You may receive or create a password and account designation upon completing PrismCRM's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify Prism of any unauthorised use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. Prism cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6 MEMBER CONDUCT
6.1 You understand that all information and data uploaded, posted. emailed, transmitted or otherwise made available by you via PrismCRM ("Content") are your sole responsibility. This means that, as the Content posted by you is only visible to your permitted users, you, and not Prism, are entirely responsible for all such Content. Prism does not control the Content posted via PrismCRM and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using PrismCRM, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Prism be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via PrismCRM.
6.2 In particular you agree to not use PrismCRM to:
(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) impersonate any person or entity, including, but not limited to, a Prism official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through PrismCRM;
(d) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(f) upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
(g) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(h) interfere with or disrupt PrismCRM or servers or networks connected to PrismCRM, or disobey any requirements, procedures, policies or regulations of networks connected to PrismCRM;
(i) intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law;
(j) encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the United Kingdom or any other country in the world; or
(k) collect or store personal data about other users.
6.3 You acknowledge that Prism does not pre-screen Content, but that Prism shall have the right (but not the obligation) at their sole discretion to refuse or remove any Content that is available via PrismCRM. Without limiting the foregoing, Prism shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Prism or submitted to Prism, including without limitation information in Prism, message boards, file repositories, and in all other parts of PrismCRM.
6.4 You acknowledge and agree that Prism may preserve Content and may also disclose Content if required to do so by law or in the reasonable belief that such preservation or disclosure is necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Prism, other members using PrismCRM and the public.
6.5 You understand that the technical processing and transmission of PrismCRM, including your Content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7 INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local laws concerning online conduct and acceptable Content. Specifically, you agree that you are responsible for complying with the laws of the jurisdiction from which you are accessing PrismCRM and you agree that you will not access or use the information on PrismCRM in violation of such laws.
8 INDEMNITY
You agree to indemnify and hold Prism, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through PrismCRM, your use of PrismCRM, your connection to PrismCRM, your violation of the TOS, or your violation of any rights of another.
9 NO RESALE OF SERVICE
9.1 You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of PrismCRM (including Content), use of PrismCRM, or access to PrismCRM.
9.2 You shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any service provided under this Agreement.
10 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Prism may establish general practices and limits concerning use of PrismCRM, including without limitation the maximum number of days that any uploaded Content will be retained on PrismCRM, the maximum disk space that will be allotted on Prism's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access PrismCRM in a given period of time. You agree that Prism has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by PrismCRM. You acknowledge that Prism reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Prism reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
11 MODIFICATIONS TO SERVICE
Prism reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, PrismCRM (or any part thereof) with or without notice. You agree that Prism shall not be liable to you or to any third party for any modification, suspension or discontinuance of PrismCRM.
12 TERMINATION
12.1 You agree that Prism may immediately terminate your access to PrismCRM as a result of:
(a) breaches or violations of the TOS or other incorporated agreements or guidelines;
(b) requests by law enforcement or other government agencies;
(c) a request by you (self-initiated account deletions);
(d) discontinuance or material modification to PrismCRM (or any part thereof);
(e) unexpected technical issues or problems; and/or
(f) extended periods of inactivity.
12.2 Termination of your Prism account will result in: (a) removal of access to all offerings within PrismCRM, including but not limited to Prism; (b) deletion of your password and all related information, Content associated with or inside your account (or any part thereof); and, (c) barring further use of PrismCRM.
12.3 You agree that any termination for cause shall be made at Prism's sole discretion and that Prism shall not be liable to you or any third-party for any termination of your account, or access to PrismCRM.
12.4 In the event that Prism terminates your access to PrismCRM pursuant to Section 12.1(b), 12.1(d) or 12.1(f) Prism shall refund to you that part of the Fee that relates to the used portion of the yearly subscription.
13 LINKS
PrismCRM may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Prism has no control over such sites and resources, you acknowledge and agree that Prism is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Prism shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
14 PRISM PROPRIETARY RIGHTS
14.1 You acknowledge and agree that PrismCRM and any necessary software used in connection with PrismCRM ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through PrismCRM or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by Prism in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on PrismCRM or the Software, in whole or in part.
14.2 Prism grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
14.3 You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to PrismCRM. You agree not to access PrismCRM by any means other than through the interface that is provided by Prism for use in accessing PrismCRM.
14.4 PrismCRM is provided solely for your personal use and you shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any content within PrismCRM.
14.5 You shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in PrismCRM. You shall not carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any intellectual property rights owned or used by Prism or otherwise relating to PrismCRM.
15 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(A) YOUR USE OF PRISMCRM IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PRISM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) PRISM GIVES NO WARRANTY THAT: (I) PRISMCRM WILL MEET YOUR REQUIREMENTS; (II) PRISMCRM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PRISMCRM WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH PRISMCRM WILL MEET YOUR EXPECTATIONS; AND, (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PRISMCRM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRISM OR THROUGH OR FROM PRISMCRM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
16 LIMITATION OF LIABILITY
16.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRISM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PRISM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE PRISMCRM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM PRISMCRM; (iii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
16.2 NOTHING IN THIS LEGAL NOTICE SHALL EXCLUDE OR LIMIT PRISM'S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD; (III) MISREPRESENTATION AS TO A FUNDAMENTAL MATTER; OR (IV) ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17 NOTICE
Notices to you may be made via either email or general postal service. PrismCRM may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally.
18 COPYRIGHTS AND COPYRIGHT AGENTS
18.1 Prism respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Prism with the following information:
(a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on PrismCRM;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a reasonable belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and,
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.
18.2 Prism's Contact for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
PrismCRM Limited
The Old Sawmill
Copyhold Lane
Lindfield
HAYWARDS HEATH
West Sussex RH16 1XT
By email: enquiries@prismcrm.co.uk
19 GENERAL INFORMATION
19.1 This Agreement and the TOS constitute the entire agreement between you and Prism and govern your use of PrismCRM, superseding any prior agreements between you and Prism. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.
19.2 The failure of Prism to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
19.3 If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
19.4 The section titles in the TOS are for convenience only and have no legal or contractual effect.
20 THIRD PARTIES
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
21 PROPER LAW AND JURISDICTION
21.1 This Agreement and all matters arising from it shall be governed by and construed according to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
21.2 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of PrismCRM or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.