Effective: May 25, 2018

These Customer Terms of Service (the “Customer Terms”) govern your access to and use of the online productivity tool, ProsperForms, website https://prosperforms.com, and all associated services (collectively, the “Services”) and any information, text, link, graphics, photos, videos, or other materials submitted and uploaded by users (collectively, “Customer Data”) within a group account, created by a Customer.

“Customer” is a team, organization, or other third-party that created the admin account for a group of users (“Workspace”). If you are being invited to a Workspace set up by a Customer, please refer to the User Terms of Service.

These Customer Terms constitute a legally binding agreement (“Agreement”) between Customer and Micron Designs Inc (“we”, “us”, “our”, “Service provider”). You represent that you are of sufficient legal age to create binding legal obligations and to use the Services. Before you can use the Services, you must read, understand, and agree to be bound by the following Customer Terms, all policies and terms incorporated by reference, and any subsequent changes to the foregoing. If you do not agree with any part of the following Customer Terms, you must not use the Services. Also, please make sure you have the authority to enter into this Agreement on behalf of Customer.

Our collection and use of personal information and customer data in connection with your access to and use of the Services is described in our Privacy Policy.

If you have any questions regarding the use of the Services, refer to the Help Articles. Please feel free to contact our Support Team at support@prosperforms.com if you have any other questions or comments about the Services.

Customer Rights and Responsibilities

Customer controls Customer Data and User accounts within a Workspace. This means Customer provides the Services with instructions on what to do with Customer Data. For example, Customer may add User accounts to the Workspace, remove User accounts from the Workspace, manage access permissions, modify or delete texts, images, files, and other information collectively submitted by users within a Workspace. Also, Customer may provide the Services with instructions to completely delete all Customer Data. These instructions may result in the modification, change of access permissions, disclosure, or deletion of Customer Data. Customer acknowledges and agrees:

• (a) Customer will inform Workspace Users about Customer practices, policies, and actions that may impact how Customer Data is processed, and we are not responsible for the way Customer chooses to use the settings, features, and other ways to process Customer Data;
• (b) Customer is fully responsible for the lawful use of the Services within Customer Workspace and for any Customer Data within Customer’s Workspace, including compliance with applicable laws, rules and regulations, and we are not responsible for the content of Customer Data;
• (c) Customer is responsible for all costs and charges incurred to use the Services.

Intellectual Property and License

We give you a limited, worldwide, non-exclusive, non-transferable, revocable license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by the Customer Terms. You agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

The Services are protected by copyright, trademark, and other laws of both Canada and foreign countries. Nothing in the Customer Terms gives you a right to use any logo, design, text, graphics, pictures, selection and arrangement thereof, trade name, trademarks (registered or unregistered), logos, domain names, and other distinctive brand features. You must not copy, reproduce, distribute, republish, download, display, post, or transmit any of the foregoing in any form or by any means without the prior written permission from us or their respective copyright or trademark owner. All rights, title, and interest in and to the Services (excluding Customer Data) are and will remain the exclusive property of our company and its licensors.

The Services allow you to upload, submit, store, send, and receive Customer Data. You retain ownership of your Customer Data, but when you upload, submit, store, send, or receive content to or through the Services, you are granting us a worldwide license to use, store, reproduce, modify, communicate, publish, display, transmit, and host such Customer Data, for the limited purpose of providing and improving the Services, analyzing and improving the operation of the Services, and providing associated support. This license continues even if you stop using the Services unless you delete your Customer Data.

Fair Use of the Services

We grant you access to and use of the Services, and you agree not to misuse our Services or help anyone else to do so, for example, by interfering with the Services or accessing it using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services:

• a) probe, scan, or test the vulnerability of any system or network;
• b) breach or otherwise circumvent any security or authentication measures;
• c) access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
• d) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
• e) access, search, or create accounts for the Services by any means other than our publicly supported interfaces;
• f) send unsolicited communications, promotions or advertisements, or spam;
• g) send altered, deceptive or false source-identifying information, including “spoofing“ or “phishing“;
• h) publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
• i) advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
• j) violate the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory, or misleading; or
• k) violate the privacy or infringe upon the rights of others.

Billing and Plans

The Customer must use a valid credit card when paying the fee for the Services. Trial plans and free accounts are not required to provide a credit card number. We will automatically bill you from the date you upgrade to a paid plan and on each periodic renewal (monthly or yearly) until cancellation or termination. You are responsible for all applicable taxes, and we will charge tax when required to do so.

You may cancel your paid plan at any time. Your paid plan will remain in effect until it is cancelled or terminated under the Customer Terms. If you do not pay for the paid plan on time, we reserve the right to suspend or downgrade it.

Cancelling the Services, downgrading your plan, or deleting Customer Data may cause the loss of content, features, or capacity of the Customer's account.

Termination

You may stop using the Services at any time.

To cancel Customer account, contact us at support@prosperforms.com. The Customer acknowledges that all Customer Data will be permanently deleted from the Services 3 months after cancellation. This Customer Data cannot be recovered once this time period has elapsed.

We reserve the right to refuse the Services to anyone, for any reason, at any time.

Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICE. THE SERVICES ARE PROVIDED “AS IS“ AND “AS AVAILABLE”. SERVICE PROVIDER ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability

THE CUSTOMER AGREES THAT THE SERVICE PROVIDER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM THE OPERATION, CONTENT, ACCESS TO OR USE OF THE SERVICES. THE LIMITATION OF LIABILITY IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES EXCEED $100 OR THE AMOUNT THE CUSTOMER PAID UNDER THEIR CURRENT PLAN, WHICHEVER IS LESS. THE LIMITATION OF LIABILITY SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

Miscellaneous

As a part of using the Service, the Customer may use a service or download a piece of software which is provided by another person or company. The use of those services and software may be subject to separate terms between the Customer and the company or person concerned. If so, the Agreement does not affect the Customer's relationship with these other companies or persons.

The Customer understands that The Services use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

In case the Agreement has been translated into some other language than English and there are contradictions between the English version and the translation, then the English version shall prevail over the translation.

These Customer Terms will be governed by the law of the Province of British Columbia, Canada.

Indemnification

The Customer acknowledges and agrees the Customer is solely and fully responsible for any activities that occur on the Customer Workspace. The Customer also acknowledges and agrees the Customer is solely and fully responsible for any breach of the Agreement by any User within their Workspace. The Customer must indemnify Service provider and its officers, directors, employees, consultants, representatives and agents from and against any loss, liability, claim, cause of action, demand, damages, costs or expenses including without limitation reasonable legal, accounting and other professional fees, brought by or on Customer behalf in excess of the liability described herein or by third parties arising from or in connection with Customer use of the Services, including but not limited any violation by you of the Customer Terms. Service provider reserves the right to assume the exclusive defense and control of any matter, subject to indemnification by you, which shall not excuse your indemnity obligations.

Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

Severability

These Customer Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Amendments to the Agreement

These Customer Terms, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and it supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on the Services.

We reserve the right to change or modify any of the terms and conditions contained in the Customer Terms or any policy or guideline of the Services at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the modifications and notice of such changes. Your continued use of the Services following the posting of the changes will constitute your acceptance of such changes. Please, review the Customer Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of the Services.