TERMS AND CONDITIONS
Last Updated: February 11, 2024
Welcome to the Prismm!
These Terms and Conditions (the “Terms”) govern the access and use of this website and the Platform. The Website and Platform are owned and operated by Prismm, Inc. (the “Company” or, “we”, “our” or “us”). The Company shall also include its parent corporation, subsidiaries and affiliates.
Please read these Terms carefully before accessing and/or using this website and/or the Platform or any content included therein.
Acceptance of Terms
These Terms shall also apply to and govern the provision of Services under any Order Form executed by the Company, unless set forth otherwise therein.
You affirm, and we hereby rely on such affirmation, that you are 18 years of age or older and capable of forming a binding contract under applicable law. Otherwise, please do not register for or use the Services.
If you agree to these Terms on behalf of an organization or other legal entity (such as your employer), you represent and warrant that you have the authority to bind that organization or entity to these Terms. In that case, “you” and “your” will refer to that organization or entity. The Company shall be under no obligation to obtain additional approvals or consents from such organization or entity regarding the provision of the Services.
Certain elements of the Services or offerings may be subject to additional terms and conditions. In case of contradiction between such terms and conditions and these Terms, the specific terms and conditions will apply with respect to that part of the Services or offerings only.
“Account” means a subscription account to the Platform created by either a Host, Planner, Venue or a Vendor.
“Company Content” means any other text, data, graphics, 3D models, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are created, generated, provided or otherwise made available through the Services.
“Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by you or its your authorized Users through the Platform in connection with your use of the Services, including without limitation any your version of a floorplan or other event planning related content. For clarity, the Customer Materials do not include the Location Materials.
“Event” means an event (or other occurrence similar in nature) created on the Platform. Each Event must correspond to only one real world physical event (or other occurrence similar in nature) such as a wedding, a charity function or a corporate meeting.
“Host” means the individual or entity hosting an Event.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, moral rights, know-how, data and database right, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Location Appearance” means the results of filming, photographing or recording onsite at a location by our personnel, including any images or identifying features of such location therein.
“Location Materials” means any materials developed or created by the Company or on its behalf by our personnel (including any floorplans, scans, 3D models and related data), in which the Location Appearance may be incorporated, rendered or appear, including all Intellectual Property Rights therein.
“Order Form” means a document that details any specific Services, associated fees, and other related details. All duly executed Order Form(s) are deemed incorporated herein by this reference. An Order Form may also contain other terms or conditions, mutually agreed upon in writing by the Company and you, which apply specifically to that particular order/contract.
“Planner” means a person or entity providing event planning services as an independent service provider, and which is not affiliated with a specific venue.
“Platform” means our proprietary event collaboration and content discovery platform and related services, accessible via our website (www.prismm.com) and any affiliated websites, including our floorplan and objects databases, and any browser extensions, widgets and mobile device applications.
“Services” means the functionality and services provided under the Platform, as may be amended from time to time. Services may vary between subscription package and between different Users, in Company’s sole discretion. Services shall also include the functionality provided through the Widget.
“User” means any user under an Account.
“Vendor” means a vendor of certain services, which is not a venue.
“Vendor Services” means the services offered or provided by a Vendor.
“Venue” means the proprietor, operator or manager of venue, location or a physical space.
“Widget” means our proprietary 3D venue rendering widget.
“You” and “your” means any person using the website and/or the Platform.
Upon registration you are required to: (a) provide true, accurate, current and complete information details about yourself and your organization; and (b) maintain and keep your data accurate and current. Any information which is untrue, inaccurate, incurrent or incomplete, will entitle us a right to suspend or terminate your Account.
In order to access the Platform and use the Services, you must open an account.
Upon opening an account, you must select a username and password. You must keep your credentials confidential and personal, and you may not share them with any other person. We recommend that your password be at least 10 characters long and include lower case and uppercase letters, numbers and special characters. We also recommend that you replace your password every 6 months. In the event of any suspected or actual unauthorized access to your Account, contact us immediately (email@example.com).
Users may also invite third parties to collaborate in an Event. In order to access an Event, the invitee is required to receive specific permission and/or an invitation from the creating User.
While creating your account, you are required to provide your persona (i.e. Host, Planner, Venue or Vendor). You acknowledge that the Platform may offer different Services depending on your selected persona and therefore, some functionalities of the Platform may not be accessible or operational to certain personas. You may request to amend your persona election by contacting us (firstname.lastname@example.org), however, any amendment shall be made subject to our sole discretion. Additional fees associated therewith may apply.
Each subscription package specifies the maximum number of Events you may utilize (“Maximum Events”). Each Event must correspond to only one real world physical event (or other occurrence similar in nature) such as a wedding, a charity function or a corporate meeting. Therefore, Events and/or its related floorplans may not be repurposed for any Event other than the Event originally intended.
The unused balance of Events will be decrease upon: (i) the creation of a new Event, and (ii) upon the acceptance of an invite to an Event created by another User. The unused balance will continue to decrease by the number of used Events until Maximum Events are utilized, in which case, you will need to upgrade your subscription by contacting us. Until such time, you will not be able to create new Events or accept new Events invites. No refunds will be offered with respect to unused balance of Events.
In any event, you may not open an account and/or create an Event and/or floorplans, or solicit others to do the same, in order to circumvent the Maximum Event limitation that is applicable to your subscription package or to circumvent any of the other limitations enforced by these Terms and/or the Order Form. Breach of this provision, as determined by the Company, constitutes a material breach of these Terms and may lead to suspension and/or termination of your Account.
Description and Use of the Platform
Our Platform is a simple and quick online web-based platform that facilitates the collaboration for event planning, spatial design and venue sales and marketing efforts. We may enrich our offering and Services by offering additional services as communicated from time to time.
Payments and Subscriptions
We offer several types of subscription packages, including a free tier and paid subscriptions. By selecting one of our subscription packages, including any bundled goods or items, you agree to pay all applicable fees relating thereto for the duration of the subscription package term, plus any applicable taxes. All fees are non-refundable, and all subscriptions are non-transferable. All fees and applicable taxes, if any, are payable in United States dollars or Euros, as determined by us.
Each subscription package indicates the subscription fees, payment cycle and minimum subscription term. Unless otherwise specifically indicated in the Order Form or on the website, all subscription packages are annual and are therefore binding and irrevocable for a period of at least 12 months from the subscription date.
A specific subscription package may be bundled with a good or item related to the access or use of the Services in which case such an item will be deemed included in the definition of the Services for the purposes of these Terms.
a) Usage; Upgrading and Downgrading.
We may offer free trial subscription packages (a “Free Trial”) to allow Users to access and get familiar with the great value that our products have to offer. Free Trial may include partial or reduced functionality as well as other usage limitations, as shall be determined by us from time to time. Therefore, certain functionality may only be accessible to paid subscriptions.
We reserve the right to amend the terms of Free Trial subscription at any time, in our sole discretion, with or without prior notice, including, without limitation, to existing subscriptions.
By purchasing a subscription (including any bundled goods) (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. Any contact details, billing address, payment information and credit card details (such information, “Payment Information”), provided in connection with a Transaction will be accurate and complete and provided lawfully. We reserve the right to request additional information in order to process your Transaction and allow you access to the Platform. Failure to comply with such a requirement may result in the suspension of the Services until remedied.
c) Advance Payment of Subscription Fees.
Subscription fees (plus any applicable taxes and other charges) are charged in advance at the start of the subscription period, according to your subscription payment intervals. We may offer different payment methods, as indicated on our website. Failure to make timely and full payments shall entitled the Company to: (a) charge late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) condition future subscription, renewals and Order Forms on different payment terms.
d) Recurring Payment.
All subscriptions include recurring payments throughout the subscription term. All subscriptions renew automatically for an additional period equal in length to the expiring subscription term.
e) Cancellation of Subscription by You.
All paid subscriptions are subject to a commitment period of 12 months, unless specifically indicated in the Order Form. The commitment period shall apply to any renewed subscription period. Cancelling a subscription during a commitment period is not permitted and shall not relieve you from your obligation to pay the entire subscription fees with respect to the remaining commitment period until the next renewal date. No refunds will be offered.
f) Termination of Subscription by the Company.
Any actual or suspected breach of these Terms, the Order Form and/or any other binding agreement between you and the Company, will entitle the Company to suspend, limit or terminate your subscription and access to the Platform, at any time and without prior notice. In such an event, all unpaid fees shall become due and payable and any prepaid subscription fees are non-refundable.
g) Subscription Price Changes.
The price of subscriptions is subject to change at any time with or without notice. We also reserve the right at any time to correct any inadvertent pricing errors, to change or revoke any limited-time offer, and to correct any errors, inaccuracies, or omissions on the website or in the Platform, including after you have been charged your subscription fees.
You are solely liable for all your Customer Materials, including its integrity and security. You represent and warrant that you own all your Customer Materials, or you have all rights necessary to grant us the license rights in your Customer Materials under these Terms. You also represent and warrant that your Customer Materials will not infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of these Terms and/or any applicable law or regulation.
You acknowledge that certain features of the Platform may display your Customer Materials (including your trademarks and logos therein) next to or in conjunction with Customer Materials of other Users, or other third-party trademarks. For clarity, the license granted by you to the Company will survive termination of your subscription, these Terms or your Account.
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, terminable license to download, view, copy, display and print the Company Content solely in connection with your use of the Platform, as permitted hereunder. You will not use, copy, modify, create derivative works based upon, publicly display, publicly perform, distribute or otherwise exploit the Company Content (other than the Customer Materials owned by you), except as expressly permitted in these Terms. Any Company Content is provided to you AS-IS. Without limiting any other terms of these Terms, if you download or print a copy of any Company Content, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the licenses and rights expressly granted in these Terms.
Intellectual Property Rights
As between you and the Company, the website, Platform, the Location Materials and the Company Content, and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of the Company or its licensors.
As between you and the Company, and subject to the license provided to the Company hereunder, you own all right, title and interest in and to the Customer Materials, and all Intellectual Property Rights therein.
The Company may collect, generate, process and analyze Aggregate Data and other information relating to the use and performance of the website, the Platform and the Services, including without limitation, any usage data or trends with respect thereto. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) your access and/or use of the website and Platform. The Company shall own all rights, title and interest in and to Aggregated Data, and all Intellectual Property Rights therein or relating thereto.
Software & Widgets
Subject to the terms and conditions of these Terms, the Company hereby grants to you a limited, personal, non-transferable, non-sublicensable, revocable, terminable, non-exclusive license, solely for your personal or business use in accordance with the terms and conditions of these Terms: (a) to use the Platform solely in connection with your permitted use of the Platform, in object code form only as applicable; and (b) to embed the Widget Code in the HTML code on a website that you own or operate (“Your Website”), solely for the purpose of accessing, displaying and launching the Widget on Your website as permitted hereunder.
Neither the Platform nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party (whether for consideration or not), unless you have obtained explicit prior written approval from the Company. You acknowledge that the source code of the Platform (and its components), and the underlying ideas or concepts, are valuable intellectual property of the Company and you will not (and will not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer any portion of the Platform; (b) sell, sublicense, rent, lease, distribute, market, or commercialize the Platform for any purpose, including timesharing or service bureau purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Platform; (d) use the Platform in a manner that is not in compliance with the Company’s specific instructions; (e) modify or create a derivative work of any portion of the Platform, including any encrypted or encoded portion of the Platform; or (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Platform.
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, the Company has and will retain all rights, title and interest in and to the Platform (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof, even if such were made pursuant to the request or advice from you. You hereby acknowledge that you obtain only a limited license right to access and use the Platform to receive the Services and that irrespective of any use of the words ‘purchase’, ‘sale,’ or like terms hereunder, no ownership rights are being conveyed to you under these Terms or otherwise.
You may provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the website, the Platform, the Services or otherwise to the Company. Feedback may include informing us about the performance, ease of use, features that may be missing, and any bugs encountered during your use of the foregoing. All Feedback is provided free of charge, including, without limitation, any royalty payment obligations and shall be deemed the sole property of the Company. You hereby waive any rights relating thereto, including, without limitation, any moral rights. It is clarified that we may use, modify and incorporate this Feedback into the aforementioned and/or other products and/or services without any restriction, fee or payment obligation or any other limitation whatsoever.
Subject to the terms and conditions of these Terms, the Company hereby grants you permission to use the website and the Platform as explicitly provided in these Terms and in accordance with any written instructions that the Company may provide to you from time to time. You agree you will not and will not allow any third party to, do any of the following: (a) sell, sublicense, rent, lease, copy or distribute any part of the Platform or Company Content in any medium without the Company’s prior written authorization; (b) alter or modify any part of the Platform or Company Content, or display the Widget or the Widget Code on a website that disparages the Company or the Platform or in a manner inconsistent with these Terms; (c) violate any applicable laws or regulations, including without limitation laws related to recording and privacy; (d) publish, upload, post, send, transmit, share, store, display or otherwise make available Company Content that: (i) in any manner infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights, including copyright, trademark, privacy, publicity or other personal or proprietary rights; (ii) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities; (iii) violates any applicable laws; (iv) in any manner might be libelous or defamatory, or in a way that is otherwise malicious or harmful to any person or entity, or discriminatory; (v) in the sole discretion of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose the Company or its users to any harm or liability of any type. The Company will not be liable or responsible for any Customer Materials provided, sent, transmitted or displayed by you or any other Account holder.
Limitations on Use of the Platform
As a user of the Platform, you agree not to do any of the following: (a) “frame,” “mirror,” or copy or otherwise enable third parties to use the website and/or the Platform (or any component thereof) as a service bureau or other outsourced service; (b) use or launch any automated system, including without limitation, ‘robots’, ‘spiders,’ ‘offline readers’ etc., including systems that collect or harvest any information from the website and/or the Platform; (c) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent the website and/or the Platform or Company Content; (d) advertise or solicit products or services without the Company’s approval; (e) use the website and/or the Platform (including the Widget) or its Content (including, without limitation, the Location Materials, floorplans, scans, pictures and/or 3D models) in connection with a competitor’s product or services, or for the purpose of developing, creating or distributing a competitive product; (f) encourage or enable any other individual to do any of the foregoing.
You acknowledge and accept that the Company does not guarantee continuous, uninterrupted or secure access to our Platform and operation of our Platform may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Third-Party Websites and Services
Certain features and functionalities within the website and/or the Platform may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). You hereby acknowledge and agree that (i) the Company does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the website and/or the Platform or Third-Party Services caused in whole or in part by the Third-Party Services; and (ii) you are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses necessary for your use of the Third-Party Services. We highly encourage you to read the terms and conditions applicable to your use of any Third-Party Services, including with respect to health and safety.
The Company respects copyright law and expects its users to do the same. It is Company’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Company’s Copyright Policy at [insert link], for further information.
The Company may, at its sole discretion, terminate your subscription to the Platform, your password, Account (or any part thereof) and/or your access to all or part of the Platform, and remove and discard any and all of the Customer Materials for any reason, or no reason, including without limitation for lack of use, failure to timely pay the fees if and when such fees are charged, or if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms.
You hereby agree that any termination of your right to use the Platform may be affected without prior notice and you hereby acknowledge and agree that the Company may immediately deactivate or delete an Account and all related Customer Materials and/or bar any further access to an Account and/or the Platform. Further, you hereby agree that the Company will not be liable to you or to any third party for any termination of your right to use or otherwise access the Platform.
Upon any expiration or termination of these Terms for any reason, (a) all rights granted by the Company under this Agreement will immediately terminate; and (b) you will immediately cease all use of the Platform and Company Content (including any Location Materials). All provisions of these Terms that by their nature should survive termination of your right to use the Platform will survive such termination, including without limitation all limitation of liability, disclaimer of warranties and intellectual property terms and protection.
Disclaimer of Warranties
AS BETWEEN YOU AND THE COMPANY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND CONTENT ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, THE PLATFORM AND CONTENT SHOWN THEREIN (INCLUDING CUSTOMER MATERIALS), ITS CORRECTNESS, ACCURACY OR RELIABILITY. IN ADDITION, THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS THAT (I) THE WEBSITE AND/OR THE PLATFORM OR CONTENT THEREIN WILL BE WITHOUT ERRORS, MISTAKES, OR INACCURACIES INCLUDING WITHOUT LIMITATION THE CUSTOMER MATERIALS, THIRD PARTY CONTENT AND ANY OTHER SERVICE OUTPUT; (II) THE FEATURES AND FUNCTIONS CONTAINED IN THE PLATFORM WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; (III) THE COMPANY WILL PREVENT ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.
THE PLATFORM MAY INCLUDE FEATURES THAT RECOMMEND SEAT DISTANCING. THE PLATFORM IS NOT DESIGNED TO PREVENT OR REDUCE THE OCCURRENCE OF DISEASE OR INJURY; NOR ARE THEY A SUBSTITUTE FOR ANY GUIDELINES OR OTHER SAFETY MEASURES PROMULGATED BY MEDICAL PROFESSIONALS IN YOUR AREA. THE COMPANY IS NOT RESPONSIBLE FOR, NOR WILL IT HAVE ANY LIABILITY AS A RESULT OF, ANY DISEASE OR INJURY YOU OR ANY OTHER EVENT PARTICIPANTS MAY SUSTAIN FROM YOUR ACTIVITIES, ANY EVENTS OR OTHERWISE.
Limitation of Liability
IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES, BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, RESULTING FROM OR IN CONNECTION WITH THE COMPANY SERVICES OR CONTENT CONTAINED THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING OR OTHERWISE, THE COMPANY IS FOUND LIABLE FOR DAMAGES OF ANY KIND IN CONNECTION WITH THE PLATFORM AND/OR THESE TERMS, IN NO EVENT WILL SUCH LIABILITY EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE PLATFORM OR USD 100, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
You agree to defend, indemnify and hold harmless the Company, its parent corporation, subsidiaries and affiliates, officers, directors, shareholders, employees, consultants and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) a violation by you of any term of these Terms; (ii) your access to or use of the website and/or the Platform; or (iii) your Event, Customer Materials or your website. This obligation for defense, indemnification and holding harmless will survive the termination or expiration of these Terms and your use of the website and/or the Platform.
You will comply with all applicable government trade and export control laws and regulations with respect to the website and/or the Platform and the use thereof. You agree that the website and/or the Platform will not be used in any country and/or in any manner prohibited by any applicable law in any jurisdiction.
Your rights and obligations under these Terms may not be transferred or assigned by you but may be assigned by the Company without restriction.
The Company reserves the right, in its sole discretion, to modify or replace any of the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the website or through other communications. It’s important that you review these Terms whenever we modify them because if you continue to use the website and/or the Platform after we have posted the modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms.
Choice of Law
These Terms will be governed by the laws of the State of California, USA, without regard to its conflict of laws principles. All matters relating to these Terms and/or the website and/or the Platform shall be handled exclusively in arbitration, according to the terms of the dispute resolution appendix attached hereto.
If you have any questions about these Terms or the website and/or the Platform, please contact us at support@Prismm.com or our in-app live chat.