TERMS AND CONDITIONS
1. DESCRIPTION OF THE SERVICES
a. The Services provided by PROSPERCHAIN consist of financial and non-financial forecasting, reporting, monitoring, analysis, consolidation and benchmarking for Small to Medium business enterprises and accountants and bookkeepers (“Partners"), and include other Services offered by PROSPERCHAIN from time to time which you have selected and which are subject to these Terms. PROSPERCHAIN primarily offers three distinct types of subscriptions: pay as you go (“PAYG") subscriptions, tiered plan (“PARTNER") subscriptions and additional (“ADDITIONAL") subscriptions for add-on services, such as Whitelabelling and Consolidation.
2. ACCESS TO THE SERVICES
a. The Services, together with the www.prosperchain.com website and domain names and any other linked pages, features, content, or application services offered from time to time by PROSPERCHAIN (collectively, the “Website"), are owned and operated by PROSPERCHAIN. Subject to the terms and conditions of this Agreement, PROSPERCHAIN hereby grants you a non-exclusive license, with no right to sublicense, to copy and install certain PROSPERCHAIN code on a website you own, control or operate, for the sole purpose of using the Services in connection with such websites. PROSPERCHAIN may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or PROSPERCHAIN Content (as defined below). PROSPERCHAIN may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. PROSPERCHAIN reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. You represent and warrant to PROSPERCHAIN that: (i) you are of legal age to form a binding contract, and you are at least 16 years of age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
3. PROSPERCHAIN CONTENT
a. The Websites, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Websites or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “PROSPERCHAIN Content,") are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any PROSPERCHAIN Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any PROSPERCHAIN Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
b. You may download or copy the PROSPERCHAIN Content (and other items displayed on the Websites or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such PROSPERCHAIN Content. You shall not store any significant portion of any PROSPERCHAIN Content in any form. Copying or storing of any PROSPERCHAIN Content other than personal, noncommercial use is expressly prohibited without prior written permission from PROSPERCHAIN. If you link to the Websites, PROSPERCHAIN may revoke your right to so link at any time, at PROSPERCHAIN’s sole discretion. Any material downloaded or otherwise obtained when using the Service is obtained at your own risk. You will be solely responsible for any damage to your computer system or other device used to access the Service that happens as a result of the obtainment of any such Content. The Service may include hyperlinks to other web sites, or content. PROSPERCHAIN is not responsible for the content or availability of this third-party content. PROSPERCHAIN does not necessarily endorse any advertising, products or other materials featured, or available on other web sites. When you access any third-party web sites or content you should review their terms and conditions and any other associated privacy documentation.
4. YOUR CONTENT
a. In the course of using the Services, you may provide information which may be used by PROSPERCHAIN in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to any user that is associated to your account) to PROSPERCHAIN or in connection with the Services (collectively, “Your Content"), PROSPERCHAIN hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sub licenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with PROSPERCHAIN’s provision of the Services.
c. To facilitate industry benchmarking, indices and enhancements to Services, You grant PROSPERCHAIN a non-exclusive, worldwide, irrevocable, royalty-free license to use any data (which may also include your personal information) derived from Your use of the Services in an aggregated, anonymous and non-identifiable manner.
5. DATA PROTECTION
a. For the purposes of this clause 5, any defined terms not defined in these Terms shall be construed as defined by the General Data Protection Regulation (EU) 2016/679 (together, along with any national implementing legislation, “Data Protection Laws").
b. PROSPERCHAIN acting as a Processor
i) Your Content may also consist of Personal Data or the Personal Data of your end users. To the extent that PROSPERCHAIN receives any such Content from you, PROSPERCHAIN shall act as a Processor and you shall act as the Controller.
ii) PROSPERCHAIN’s processing activities are limited to those of a service provider and involve activities necessary for the statistical and analytical purposes set out below to improve the Services. PROSPERCHAIN will process your Personal Data to analyse activity related to your account and collate information to form a full breakdown of everything performed in each session when using our services and interacting with our team. The information we collect relates to your activity in order to better understand user behaviour, for data reporting and analysis, and to ensure we have an audit trail of activity to help aid with debugging, handling customer support and user enquiries. This includes forming a full breakdown of when you perform an activity, such as creating an alert or adding a Card, and metadata related to that activity, such as the type of Alert or Card which was created. We also use this information in order to facilitate an optimal user experience, to feed product development and to optimise processes.
iii) PROSPERCHAIN shall:
- notwithstanding any other liability provisions in these Terms, not be liable to you for any claims or complaints made by a Data Subject with regards to PROSPERCHAIN’s actions under these Terms; and
- take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data taking into account the nature of the Processing and harm that might result from such unauthorised or unlawful Processing, loss, destruction or damage and the nature of the Personal Data to be protected; and
- ensure that its personnel handling your Personal Data are aware of its confidential nature and treat it as such.
You acknowledge and agree that PROSPERCHAIN may engage sub-processors to Process the Personal Data. If so, PROSPERCHAIN will ensure that any such sub-processor has entered into a written agreement with PROSPERCHAIN requiring the sub-processor to abide by the same terms set out in this clause 5.
- a. i. If you are a British or EU citizen and have informed us as such, your Personal Data will be stored, processed or transferred to/on servers based in the European Economic Area (“EEA"), on servers based in countries which comply with the European Commission’s adequacy decisions or in the US in accordance with the EU-US Privacy Shield. If you are not a British or EU citizen and have informed us as such, your personal Data will be stored, processed or transferred to/on servers based in Australia, on servers based in the European Economic Area (“EEA"), on servers based in countries which comply with the European Commission’s adequacy decisions or in the US in accordance with the EU-US Privacy Shield.
We utilise standard contractual clauses approved by the European Commission and rely on the European Commission’s adequacy decisions about certain countries, as applicable, for data transfers from the EEA to the United States and other countries.
- a. i. PROSPERCHAIN will at your cost and expense provide you with reasonable assistance in relation to your rights as Controller and the rights of the Data Subjects. You acknowledge that you are responsible for Data Subject Requests and if we receive any such request, we will redirect it to you within 30 (30) Working Days of receipt (a Working Day is any day other than Saturday and Sunday on which the clearing banks in the city of London are open for business). To the extent that we hold any Personal Data you need access in order to respond to any such requests, we will provide you with the Personal Data available to us in accordance with any time periods laid down by Data Protection Laws.
ii) In the event that you or any Data Subject requests that Personal Data is deleted, PROSPERCHAIN will remove, erase, delete or destroy such Personal Data within 30 Working Days.
2. PROSPERCHAIN acting as a Controller
a. i. Notwithstanding the above clause 5.1, PROSPERCHAIN acts as a Controller for the following purposes:
- setting up accounts;
- account management;
- customer service.
ii) You acknowledge and agree that PROSPERCHAIN is required to process personal data in this manner in order to provide you with the Services. Please read our Privacy Notice here where we set out how we treat your Personal Data when accessing or using our website or the Services.
iii) PROSPERCHAIN may also use your Personal Data to make changes to the Services and monitor the frequency of your use of our Services. PROSPERCHAIN will track and monitor your usage of the Services and Website in order to analyse what pages you visit the most, whether there are any technical issues, assess periods of inactivity, use this information to assist you with any queries or other customer service and provide you with tailored communications and features.
iv)You may request that PROSPERCHAIN deletes your Personal Data at any time and we will delete your Personal Data within 30 Working Days of receipt of your request.
v) If you have any questions relating to data protection you can address them to info@ProsperChain.com with the subject matter ‘Data Protection’ so that we can allocate and deal with your email accordingly.
6. LICENSE FROM PROSPERCHAIN
a) When abiding by the Terms, PROSPERCHAIN allows you to enjoy its Services. This opportunity shall be referred to as the “License." The personal, worldwide, royalty-free, nonexclusive License is for the sole purpose of allowing you to use and benefit from the Services. You shall not assign your rights (wholly or in part) to use the Service to another. You shall not agree to or allow another entity to have a security interest in or over your rights to use the Service, or otherwise transfer or trade any part of your rights to use the Service as detailed in the Terms, unless you assign ownership via to another via the Service.
7. YOUR WARRANTY
a) If you provide any Personal Data, including Personal Data relating to your end users, to PROSPERCHAIN, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of Personal Data, (ii) you have obtained all permissions and consents where necessary to permit PROSPERCHAIN to process the Personal Data for the provision of the Services and as set out in these Terms, (iii) you have posted a privacy notice on each website on which you use the Services, which clearly and conspicuously states that (a) you use third party service providers to provide certain services to you in connection with such website, and (b) you may disclose Personal Data to such third party service providers for the sole purpose of the provision of services to you, and (iv) you have made all required notifications and obtained all required consents and authorizations from your website visitors and end user customers relating to the disclosure of Personal Data to a third party service provider like PROSPERCHAIN.
b. You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of PROSPERCHAIN, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. PROSPERCHAIN reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if PROSPERCHAIN is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
a) You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl," “scrape," or “spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
b) You acknowledge that all PROSPERCHAIN Content and Your Content (together, “Content") accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will PROSPERCHAIN be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not PROSPERCHAIN, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation in Section 10 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.
7. WARRANTY DISCLAIMER
a) You acknowledge that PROSPERCHAIN has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release PROSPERCHAIN from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. PROSPERCHAIN makes no representations concerning any content contained in or accessed through the Services, and PROSPERCHAIN will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. PROSPERCHAIN makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROSPERCHAIN OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. REGISTRATION AND SECURITY
a) As a condition to using some aspects of the Services, you may be required to register with PROSPERCHAIN and set a password. You shall provide PROSPERCHAIN with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your password. As long as you keep your password safe, PROSPERCHAIN protects your data so it can only be viewed and accessed by you. PROSPERCHAIN uses 256-bit secure socket layer encryption.
a) You will indemnify and hold PROSPERCHAIN, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11. LIMITATION OF LIABILITY
- IN NO EVENT SHALL PROSPERCHAIN OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE Websites OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF £100 OR THE FEES PAID BY YOU FOR THE SERVICES DURING THE 3-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND PROSPERCHAIN’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
12. FEES AND PAYMENT
a. PROSPERCHAIN reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Websites in connection with such Services selected by you. PROSPERCHAIN reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Websites. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable. PROSPERCHAIN will prorate plans in the event of upgrade/downgrade.
13. COMMUNICATION CONDITIONS
a. As a condition of these Terms, if You use any communication tools available through the Websites (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Websites, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Websites, You represent that You are permitted to make such communication. PROSPERCHAIN is under no obligation to ensure that the communications on the Websites are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Websites. However, PROSPERCHAIN does reserve the right to remove any communication at any time in its sole discretion.
14. THIRD PARTY WEBSITES
a. The Services may contain links to third party Websites or services (“Third Party Websites") that are not owned or controlled by PROSPERCHAIN. When you access Third Party Websites, you do so at your own risk and you should read their terms and conditions and any associated privacy notices carefully.
a. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. There is no cancellation fee, but you are responsible for charges already incurred up until your cancellation, including the prepayment of the current month of service you have. PROSPERCHAIN is unable to issue refunds after payment is received. Terms will continue to apply until the user or PROSPERCHAIN terminates the relationship, or until the agreed minimum subscription term has been completed. PROSPERCHAIN PARTNER plan subscriptions started after the 1st of April 2019 carry a minimum subscription term of 1 months. PROSPERCHAIN may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. PROSPERCHAIN may also terminate or suspend any and all Services and access to the Websites immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Websites, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
16. CREDIT RATING AGENCY DATA
ProsperChain only presents data from our selected credit rating agency data, and will not hold any responsbility of the accuracy of the data. During any beta testing period, credit rating agency data may not necessarily up-to-date and accurate, we would not recommend using those data to make any credit decision.
17. OTHER TERMS
- You agree that PROSPERCHAIN may send you notices via e-mail, regular mail, or alerts within the Services. If it is decided in a court of law that one or several of the Terms (or any part of a Term) are in violation of the law, those terms will be changed or deleted as appropriate, but the others will remain as unmodified Terms. You agree to use all reasonable endeavours to resolve any dispute in relation to the Services, including speaking to us and trying to resolve the matter, our contact details are on the PROSPERCHAIN website, before issuing any legal proceedings. This notice will be governed by and construed in accordance with English law, and any disputes relating to this notice shall be subject to the exclusive jurisdiction of the courts of England.
Getting in contact and making Data Access Requests
If you would like further information your rights or wish to exercise them, please write to us at: The Data Protection Officer, PROSPERCHAIN, 23 Lime Gardens, Basingstoke RG21 4PE or email firstname.lastname@example.org.
For data access requests, you will be asked to provide the following details:
- The personal information you want to access
- Where it is likely to be held
- The date range of the information you wish to access
We will also need you to provide information that will help us confirm your identity. If we hold any personal information about you, we will give you a copy of the information in an understable format together with an explanation of why we hold it and how we use it. Once we have all of the information necessary to respond to your request we will provide your information to you within 30 days. This timeframe may be extended if your request is particularly complex.
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