Revised: December 22 2018
1. ACCEPTANCE OF TERMS
PLEASE REVIEW THIS TOU CAREFULLY. THIS TOU REQUIRES BINDING ARBITRATION (SECTION 20) TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOU OR YOUR ACCESS TO OR USE OF THE PRISM SYSTEM, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOU (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 20 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE PRISM SYSTEM, YOU AGREE TO BE BOUND BY THIS TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THIS TOU ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THIS TOU, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOU, YOU MAY NOT ACCESS OR USE THE PRISM SYSTEM, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE PRISM SYSTEM FROM ANY DEVICE OWNED OR CONTROLLED BY YOU.
You represent, warrant and covenant that you are: (i) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Prism System under the laws of your country of residence or any other applicable jurisdiction.
2. OTHER AGREEMENTS
3. GRANT OF RIGHTS
(a) Prism grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages within the Prism System.
(b) To the extent that the Prism System provides access to any online software, applications or other similar components, Prism grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only within the Prism System and only in the form found within the Prism System.
(c) Prism grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, run and use the Mobile Apps on a mobile device that you own and control, in executable, machine-readable, object code form only.
(d) All rights granted to you under this TOU are subject to your compliance with this TOU, including all Additional Terms, in all material respects and may only be exercised by you for your personal, non-commercial use or internal business purposes.
4. IOS MOBILE APPS
(a) If any Mobile App is downloaded by you from the iTunes App Store (each, an "iOS Mobile App"), the license in Section 3(c) with respect to such iOS Mobile App is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service.
(b) With respect to any iOS Mobile App, you and Prism acknowledge that this TOU is concluded between you and Prism only, and not with Apple Inc. (“Apple”), and Apple is not responsible for iOS Mobile Apps and the contents thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to iOS Mobile Apps. Prism, not Apple, is responsible for addressing any claims from you or any third party relating to iOS Mobile Apps or your possession and/or use of iOS Mobile Apps, including product liability claims, any claim that iOS Mobile Apps fail to conform to any applicable legal or regulatory requirement and claims arising under consumer protection or similar legislation. Apple and Apple’s subsidiaries are third-party beneficiaries of this TOU with respect to iOS Mobile Apps, and Apple shall have the right (and will be deemed to have accepted the right) to enforce this TOU against you as a third-party beneficiary hereof with respect to iOS Mobile Apps. Prism, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim attributable to iOS Mobile Apps.
5. THIRD PARTY SOFTWARE
Some components of the Prism System may be provided with or have incorporated into them third-party software ("Third-Party Software"), which may include open source software. Prism is not the author or owner of Third-Party Software, and this TOU does not govern access to or use of Third-Party Software. You acknowledge and agree that: (i) Prism has no proprietary interest in any Third-Party Software; (ii) to the extent permitted by applicable law and notwithstanding anything to the contrary in this TOU, any Third Party Software is provided “AS IS” with all faults, and neither the licensor of such Third-Party Software nor Prism shall be liable for any direct, indirect, incidental, or consequential damages related to such Third Party Software or the use thereof; and (iii) such Third-Party Software may be subject to separate license restrictions and obligations set forth in the respective license agreements related to such software.
Except as explicitly agreed by Prism in any applicable Additional Terms, Prism is not obligated to provide you any support for the Prism System, and this TOU does not entitle you to any support for the Prism System. In the event that Prism voluntarily provides you with any support not explicitly agreed by Prism in any applicable Additional Terms, it shall not be deemed a commitment by Prism to provide you any support in the future, and Prism may choose, in its sole discretion, to discontinue such support at any time and for any reason without any liability to you.
7. PERSONAL INFORMATION; REGISTRATION; ACCOUNT
(a) You acknowledge and agree that by accessing or using the Prism System, Prism may receive certain information about you, including personal information, and Prism may collect, use, disclose, store and process such information in accordance with this TOU, including any Additional Terms.
(b) Prism may enable you to access and browse the Prism System without registering, but some features may not be accessible unless you register. In registering for the Prism System, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Prism System’s registration form (the "Registration Data"); and (ii) 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 reasonably suspects that you have done so, Prism may suspend or terminate your account.
(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Prism immediately of any unauthorized use of your account or password or any other similar breach of security.
(d) If your account remains inactive for three months or longer, Prism reserves the right to suspend or terminate your account, with or without notice to you, and delete your Content (as defined in Section 8(a)), all without liability to you.
8. RESPONSIBILITY FOR CONTENT
(a) You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Prism System, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Prism, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Prism System (“Your Content”), and other users of the Prism System, and not Prism, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Prism System (“User Content”).
(b) You acknowledge and agree that Prism has no obligation to pre-screen Content, although Prism reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Prism shall have the right to remove any Content that violates this TOU.
(c) You acknowledge and agree that Prism has no obligation to back up Your Content, and that you are solely responsible for backing up Your Content. You acknowledge and agree that you may not have access to Your Content through Prism or the Prism System following the expiration or termination of this TOU.
(d) Without limiting the generality of Section 16, you acknowledge and agree that any errors present in Your Content will persist through any calculations relying on Your Content, and Prism makes no warranty or representation whatsoever regarding the accuracy or completeness of calculations or other results obtained through the Prism System. It is your sole and complete responsibility to make correct use of the Prism System and verify the accuracy and completeness of Your Content and any calculations, data or other materials you obtain through the Prism System.
(e) To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in this TOU with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.
9. RIGHTS TO CONTENT
(a) Prism does not claim ownership of Your Content. However, you grant Prism and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Prism System to you and other users; and (ii) monitor and improve the Prism System. To the extent you have made Your Content accessible to others within your organization through the Prism System, you acknowledge and agree that Prism may continue to make Your Content accessible to others within your organization through the Prism System even after you have deleted your user account or the applicable portion of Your Content from your user account.
(b) Except with respect to Your Content, you acknowledge and agree that, as between you and Prism, Prism owns all rights, title and interest (including all intellectual property rights) in the Prism System, and all improvements, enhancements or modifications thereto, including all Content and other materials therein. The Prism System is protected by U.S. and international copyright, trademark, patent and other intellectual property laws and treaties. Prism reserves all rights not expressly granted to you.
(c) As used herein, "Aggregate Data" means Your Content that has been aggregated in a manner that does not reveal any personal information and cannot reasonably be used identify you, your organization or its customers or vendors as the source of such data. If you choose to provide Prism with consent as prompted within the Prism System, you acknowledge and agree that Prism may collect or generate Aggregate Data in connection with providing you with access to or use of the Prism System, and, subject to your provision of consent, you hereby grant Prism and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data (in any form and any medium, whether now known or later developed) for any lawful purpose.
(d) Except with respect to Your Content and subject to the limited rights expressly granted to you in Section 3, you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Prism System; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Prism System; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Prism System for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Prism System or any products or services offered by Prism; (v) rent, lease, lend, sell or sublicense the Prism System or otherwise provide access to the Prism System as part of a service bureau or similar fee-for-service purpose; (vi) remove or obscure any proprietary notice that appears within the Prism System; or (vii) use the Prism System in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
10. USER CONDUCT
In connection with your access to or use of the Prism System, you shall not:
(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate.
(b) impersonate any person or entity, including Prism personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Prism System;
(d) act in a manner that negatively affects the ability of other users to access or use the Prism System;
(e) take any action that imposes an unreasonable or disproportionately heavy load on the Prism System or its infrastructure;
(f) interfere with or disrupt the Prism System or servers or networks connected to the Prism System, or disobey any requirements, procedures, policies or regulations of networks connected to the Prism System;
(g) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Prism System, or substantially download, reproduce or archive any portion of the Prism System;
(h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Prism System, including your user account and password; or
(i) violate any applicable local, state, provincial, federal or international law or regulation.
YOU ARE SOLELY RESPONSIBLE FOR ANY DATA, USAGE AND OTHER CHARGES ASSESSED BY MOBILE, CABLE, INTERNET OR OTHER COMMUNICATIONS SERVICES PROVIDERS FOR YOUR ACCESS TO AND USE OF THE PRISM SYSTEM. SOME FEATURES OF THE PRISM SYSTEM ARE FREE TO USE, BUT FEES MAY APPLY FOR PREMIUM FEATURES AND OTHER COMPONENTS. IF THERE IS A FEE LISTED FOR ANY PORTION OF THE PRISM SYSTEM, BY ACCESSING OR USING THAT PORTION, YOU AGREE TO PAY THE FEE. YOUR ACCESS TO THE PRISM SYSTEM MAY BE SUSPENDED OR TERMINATED IF YOU DO NOT MAKE PAYMENT ON TIME OR IN FULL.
If you elect to provide or make available to Prism any suggestions, comments, ideas, improvements or other feedback relating to the Prism System ("Suggestions"), you hereby grant Prism and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license, to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
13. LINKS AND EXTERNAL MATERIALS
14. MODIFICATIONS TO THE PRISM SYSTEM
Subject to any Additional Terms, Prism reserves the right to modify, suspend or discontinue the Prism System or any product or service to which it connects, with or without notice, and Prism shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Prism may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Prism System or related services ("Updates"). Prism may develop Updates that require installation by you before you continue to access or use the Prism System or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.
You shall indemnify, defend and hold Prism and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, "Prism Parties") harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of: (a) Your Content; (b) your violation of this TOU, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Prism System.
16. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE PRISM SYSTEM IS AT YOUR SOLE RISK. THE PRISM SYSTEM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRISM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) PRISM PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE PRISM SYSTEM WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE PRISM SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION, CALCULATIONS AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PRISM SYSTEM WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL CONTENT SUBMITTED TO OR OBTAINED FROM THE PRISM SYSTEM BEFORE TAKING ANY ACTION BASED UPON SUCH CONTENT, INCLUDING MAKING ANY PAYMENTS OR COLLECTING ANY AMOUNTS BASED THEREON.
(c) ALL CONTENT MADE AVAILABLE THROUGH THE PRISM SYSTEM IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM THE BROKERAGE ENGINE SYSTEM BEFORE TAKING ANY ACTION BASED UPON SUCH DATA OR RESULTS, INCLUDING MAKING ANY PAYMENTS OR COLLECTING ANY AMOUNTS BASED THEREON.
17. LIMITATION OF LIABILITY
(a) THE PRISM PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE PRISM PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE PRISM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PRISM SYSTEM EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO PRISM FOR ACCESS TO THE PRISM SYSTEM WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
(b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(a) Subject to the Additional Terms, if you violate this TOU, all rights granted to you under this TOU shall terminate immediately, with or without notice to you. If you are accessing or using the Prism System through your affiliation with a talent promotion or venue management business and the applicable Enterprise Agreement covering such access and use terminates, then this TOU also terminates.
(b) Upon termination of this TOU for any reason: (i) you must immediately uninstall and cease using the Prism System; (ii) Prism, in its sole discretion, may remove and discard Your Content and delete your user account; (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOU shall survive such expiration or termination; and (iv) all rights granted to you under this TOU shall immediately terminate, but all other provisions shall survive termination.
19. GOVERNING LAW
This TOU shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this TOU.
20. BINDING ARBITRATION AND CLASS ACTION WAIVER
ALL CLAIMS (AS DEFINED IN SECTION 1) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOU AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ALL CLAIMS (AS DEFINED IN SECTION 1) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 20 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
Notwithstanding anything to the contrary, you and Prism may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 20.
If Prism implements any material change to this Section 20, such change shall not apply to any Claim for which you provided written notice to Prism before the implementation of the change
21. LEGAL COMPLIANCE
You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
22. U.S. GOVERNMENT ENTITIES
This section applies to access to or use of the Prism System by a branch or agency of the United States Government. The Prism System includes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this TOU with respect to the such items, and any access to or use of the Prism System by the United States Government constitutes: (a) agreement by the United States Government that that such items are "commercial computer software" and "commercial computer software documentation" as defined in this section; and (b) acceptance of the rights and obligations herein.
23. NO THIRD-PARTY BENEFICIARIES
You agree that, except for Prism Parties and as otherwise expressly provided in this TOU, there shall be no third-party beneficiaries to this TOU.
24. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made available through the Prism System in a way that constitutes copyright infringement, please provide Prism's Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Prism System; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Prism's Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
5323 Levander Loop Austin, TX 78702
25. CALIFORNIA USERS & RESIDENTS
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
26. GENERAL PROVISIONS
This TOU (together with the Additional Terms) constitutes the entire agreement between you and Prism concerning your access to and use of the Prism System. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Prism with respect to such subject matter. In the event of any conflict between or among this TOU and any Additional Terms to which this TOU refers, the terms and conditions of this TOU shall take precedence and govern. This TOU may not be amended by you except in a writing executed by you and an authorized representative of Prism. For the purposes of this TOU, the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." You may not assign or delegate any right or obligation under this TOU without the prior written consent of Prism. The failure of Prism to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOU. Any prevention of or delay in performance by Prism hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.