1.1 The following are the terms and conditions for the use of the Service (as defined below) offered and provided by Wunderwood Corporation d/b/a Prismm (“Prismm”, “us”, “our” or “we”). Please read these terms of service and our Privacy Policy (located here, and which is incorporated herein by reference) carefully (together, the “Terms”). The Service is offered to Customers and their Designees (as such terms are defined below) conditioned on Customer’s and Designee’s acceptance without any modification of these Terms. If you do not agree to these Terms, you may not access or otherwise use the Service. We may change the Terms from time to time, with or without notice to you, by posting such changes on our website. Your continued use of the Service after any changes to the Terms are posted will be considered acceptance of those changes.
1.2 The Service is available only to individuals who can form legally binding contracts under applicable law, and thus, is not available to minors. The Service is offered and available to Customers and/or Designees who reside in the United States or any of its territories or possessions. Prismm makes no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. By using the Service, Customers and Designees (defined below) represent and warrant that they are of legal age to form a binding contract with Prismm and meet all of the foregoing eligibility requirements. If a Customer or Designee does not meet all of these requirements, the Customer or Designee, as applicable, must not access or use the Service.
2.1 Prismm offers its Customers access to the getprismm.com website and its affiliated web applications (collectively, the “Service”). The Service (i) allows Customers to organize, consolidate, categorize and upload their personal financial, legal and other information and documents (collectively, “Customer Content”) to a private account, and (ii) allows Customers to fully control the timing, triggering events and circumstances upon which Customers may share Customer Content in their private account with certain designated individuals such as a Customer’s family members, friends, legal advisors, financial advisors, etc. (collectively “Designees”). For certain Customers, the Service may also feature the ability to connect to the Customer’s financial institutions in order to retrieve and share information about a Customer’s bank accounts (typically limited to the identity of the Customer’s bank(s), daily account balances, and account number verification using a “last 4 digits” methodology, but not including any transaction detail) with some or all of the Customer’s Designees.
3.1 The individual opening the account on Prismm’s website (the “Account”) is referred to in the Terms as the “Customer”. In order to use the Service, the Customer must provide truthful, accurate, and current information about himself/herself, including such Customer’s email address as well as additional set-up information (“Registration Data”).
3.2 The Customer may also be required to provide technical information about the Customer’s platform for which Customer wishes to use the Service (jointly with the Registration Data and additional data generated by the Service, the “Customer Configurations”). As part of the Account set-up and registration process, Customer will choose a username and password. Customer will be responsible for maintaining the confidentiality of Customer’s password and agrees not to transfer the use of, or access to, the Service to any third party. Customer will indemnify Prismm and the Related Parties (as defined below) from and against any and all Damages (as defined below) that are based on or arise directly or indirectly out of or from any use of, or access to, the Service to any third party.
3.3 Also as part of the Account set-up and registration process, Customer will have the option to designate one ore more Designees, each of whom will be required to agree to these Terms as a condition to being granted access to the Services. Customer will have the option to set certain Account permissions for each Designee such as “access only,” “read only,” and/or other permissions. Customer is fully and solely responsible for establishing, monitoring and/or revoking all Designee permissions.
3.4 Customer is fully and solely responsible for any and all activities that occur through the Account, including activities conducted by Designees. Prismm cannot and will not be liable for any Damage resulting from Customer’s failure to comply with this security obligation. Customer agrees to immediately notify Prismm of any unauthorized use of Customer’s password or the Account, or any misuse of the Account or permissions by a Designee, or any other breach of security and to simultaneously make sure that the Customer resets his/her password.
3.5 Prismm shall, in relation to any transmission of Customer Content to and from the Service, use encryption technology and implement such other appropriate technical and organizational measures to ensure a level of security appropriate to that risk, taking into account the state of the art, the costs of implementation and the nature, scope, and context, to prevent unauthorized disclosure of, or access to Customer Content transmitted or otherwise processed via the Service.
4.1 Non-Exclusive License. Subject to and conditioned upon Customer’s and Designee’s acceptance of these Terms and Customer’s ongoing compliance with these Terms, Prismm grants Customer and Designee a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services, solely for Customer’s and Designee’s own personal, non-commercial use, and in strict compliance with these Terms.
4.2 Changes in the Service. Prismm makes continuous efforts to constantly improve the Service for the benefit of its customers. Therefore, Prismm may make changes to the Service from time to time, including removing any feature or functionality of the Service. Prismm will use reasonable efforts to provide the Customer with a reasonable notice prior to any material change in the Service.
4.3 Restrictions. Customer’s use of, and access to the Service is conditioned upon Customer compliance with these Terms, including that Customer will not, nor will Customer allow, any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels on the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Prismm prior written approval; (h) directly or indirectly take any action to contest Prismm’s intellectual property rights or infringe them in any way; (i) make the Service available for timesharing, application service provider or service bureau use; and (j) remove, obscure, or alter any notice of copyright, Prismm’s Marks (as defined below), or other proprietary right appearing in or on any item included with the Service.
5.1 Mutual Representations
Each of the Parties represents and warrants toward the other party hereto:
5.1.1. it has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms; and
5.1.2. the execution or performance of these Terms will not result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.
5.2 Customer’s and Designee’s Representations
Customer and Designee (on a several basis) represent and warrant to Prismm that:
5.2.1. It will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other rights of any party, and Customer will comply with all applicable laws and regulations (including, but not limited to, all applicable import and export laws, copyright and privacy laws) in Customer’s or Designee’s use of and access to the Service; and
5.2.2. Customer or Designee, as applicable, holds and maintains all personal information in compliance with any and all applicable laws.
6.1 Prismm’s Intellectual Property Rights
6.1.1. The Service and all of the intellectual property rights in the Service (including Prismm’s Marks) are, and shall remain, Prismm exclusive property, including but not limited to, any modifications or custom features to the Service that may be developed by Prismm for Customer’s benefit, whether requested or instructed by Customer or not, even if Customer has paid for such modifications, except if Prismm and Customer have a separate written agreement that specifically states otherwise and references this Section.
6.1.2 Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively “Ideas”) that Customer or Designee may provide to Prismm, will be solely owned by Prismm. Customer hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Prismm, free of charge.
6.1.3 All of Prismm’s trademarks, service marks, logos, domain names, copyrights and other proprietary rights associated with Prismm and the Service, whether registered or non-registered, shall be collectively be referred to as “Prismm’s Marks”. Customer and Designee agree not to directly or indirectly (and not to allow any third party to): (a) use Prismm’s Marks for any purpose (other as detailed hereunder) without Prismm’s express written consent; and (b) register, attempt to register, or assist anyone else to register any Prismm’s Marks or marks confusingly similar thereto.
6.2 Customer’s Content
6.2.1. By registering to the Service, Customer hereby grants Prismm and its employees, third party providers, licensors and agents the right to use, access, copy, adjust and reproduce all Customer’s content: (i) as part of the provision of the Service to Customer (collectively “Customer’s Content”), and (ii) providing customer service or other assistance to Customer or Designee. Prismm does not claim ownership or any copyright in Customer’s Content.
7.1 Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party, except disclosure and usage in accordance with these Terms, and that it will take all reasonable measures to maintain the confidentiality of all other party’s Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.“Confidential Information” shall mean any proprietary information of either party, including but not limited to, all computer software (in object code or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service, information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever), and information of a personal nature (such as financial statements, last will and testaments, bank account information). Confidential Information includes all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. “Confidential Information” will not include information that (a) is in or enters the public domain without breach of these Terms; (b) is lawfully obtained from a third party without breach of a nondisclosure obligation, it being agreed with respect to (a) and (b) above that the possibility of finding such information in the public domain shall not be deemed to exclude such information from the definition of "Confidential Information"; (c) is already in the possession of the receiving party as shown by its dated written records; or (d) is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure, and reasonably assist the disclosing party in avoiding or limiting such disclosure, all subject to applicable law.
7.2 The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to the disclosing party that may not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 7 or misuse of Confidential Information by the receiving party.
7.3 Upon termination of these Terms, each party will immediately return to the other party or destroy all copies of the other party’s Confidential Information in its possession or control.
8.1 Fees. In consideration for the Service, Customer shall pay Prismm the fees agreed between Customer and Prismm (the “Fees”).
9.1 Term and Termination
9.1.2. Customer may cease using the Service at any time by providing Prismm with a 30 days prior written notice by writing an email to [email protected], except that in the event the Customer signed up for an annual plan he or she shall not be entitled to terminate such plan. Prismm shall not refund Customer for any amount paid by Customer to Prismm in advance following the termination. After the expiration of the initial term under an annual plan, an annual plan shall automatically be renewed for successive one-year periods unless Customer or Prismm gives the other notice of non-renewal at least thirty (30) days before the end of the initial term or the relevant renewal term.
9.1.3. Prismm may terminate these Terms and the licenses granted hereunder, in any case of a material breach by Customer (including non-payment of Fees) or Designee of these Terms and/or any applicable law, which has not been cured by Customer within fourteen (14) days following written notice thereof from Prismm.
9.1.4. In respect to any free of charge licenses, such as trial licenses, Prismm may terminate the license and these Terms at any time by providing Customer with a thirty (30) days prior notice.
9.2 Consequences of Termination
9.2.1. All rights granted to Customer or Designee under the applicable license shall immediately terminate.
9.2.2. The expiration or termination of the license shall not relieve Customer or Designee of any obligation intended to survive under these Terms, including but not limited to, Sections 4.3, 7, 9.2, and 10-13.
10.1 Customer and Designee hereby agrees to indemnify, defend and hold Prismm and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on Prismm’s behalf (the “Related Parties”) harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively “Damages”) that are based on or arise directly or indirectly out of or from (a) Customer or Designee breach of these Terms; (b) any misuse of the Account(s) by Customer, Designee and any third party on Customer’s behalf; (c) any breach of Customer’s or Designee’s representations and warranties set forth herein; and (d) Customer or Designee negligence or willful misconduct.
11.1 The Service is not intended to provide legal, tax or financial advice, and Prismm is not engaged in rendering accounting, investment, tax, legal, or other professional services. If legal, financial or other professional advice is required by Customer or a Designee, the services of a competent professional person should be sought. Prismm and its third-party providers are not responsible for any legal, financial or investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Service or any materials or information accessible through it. Further, Prismm and its third-party providers do not warrant that the Service complies with the requirements of the FINRA or those of any other organization anywhere in the world.
11.2 CUSTOMER AND DESIGNEE UNDERSTAND AND AGREE THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER OR DESIGNEE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PRISMM AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
11.3 PRISMM AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER OR DESIGNEE WILL MEET CUSTOMER OR DESIGNEE REQUIREMENTS OR EXPECTATIONS; (B) THAT CUSTOMER’S OR DESIGNEE’S USE OF THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER OR DESIGNEE WILL BE UNINTERRUPTED; OR (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
11.4 The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service and any related services. Some states do not allow the exclusion of an implied warranty, so this disclaimer may not apply to Customer or Designee.
11.5 Prismm may provide hyperlinks to other websites or resources. Because Prismm has no control over such sites and resources, Customer and Designee acknowledges and agrees that Prismm shall not be responsible for the availability of such sites or resources, nor shall Prismm be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. When Customer or Designee accesses these third-party sites, Customer and Designee do so at Customer’s or Designee’s own risk, and Customer and/or Designee should refer to each such website’s individual “Terms of Service” and not rely on these Terms in any way.
11.6 In connection with Customer’s or Designee’s use of the Service and as part of the functionality of the Services as may be applicable, Customer or Designee may have access to certain online services or information that may be made available by Customer’s bank and/or other third party provider(s) (“Provider Services”), including account information available from third party provider(s). The Service may be designed to allow access to Provider Services (if and to the extent provided by Customer’s provider(s)) to set up banking and other information, schedule the Service to access Customer account(s), and otherwise aggregate information from Customer account(s) with third party provider(s). Prismm has no control over the provision of Provider Services or provision of access to the Provider Services by Customer’s provider(s). Prismm does not guarantee the Provider Services. Customer and Designee agree that he or she may be able to use the Service in conjunction with the Provider Services, and that Prismm disclaims any and all liability whatsoever for any actions or inactions on the part of Customer’s provider(s) resulting in any inability to use the Service to access account information, obtain data or otherwise use or access the Provider Services.Customer and Designee acknowledge and agree when he or she accesses data and information through the Service, account number(s) and the actual data in such Customer’s user account(s) with such provider(s) such as bank and other account balances, as may be applicable (collectively, “Provider Account Data”), may be collected and displayed in the Service. Customer expressly authorizes Prismm and its third party providers, in conjunction with the operation and hosting of the Service, to use certain Provider Account Data to (i) collect Provider Account Data, (ii) reformat and manipulate such Provider Account Data, (iii) create and provide hypertext links to provider(s), (iv) access the providers' websites using Provider Account Data, (v) update and maintain account information, (vi) address errors or service interruptions, (vii) enhance the type of data and services we can provide in the future, and (viii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vii) above. In accessing and using the Service, Customer represents that he or she is the legal owner of the Provider Account Data and that he or she has the authority to appoint, and does expressly appoint, Prismm or our third party providers as your agent with limited power of attorney to access and retrieve Provider Account Data on Customer’s behalf. Customer and Designee further acknowledge that Prismm does not (nor do our third party providers), review Provider Account Data and Customer and Designee agree that Prismm is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any provider's website are not made through the Service and Prismm assumes no responsibility for such transactions or activities. Customer acknowledges that Customer is solely responsible for any charges associated with provider(s). CUSTOMER ACKNOWLEDGES AND AGREES THAT WHEN PRISMM OR ITS THIRD PARTY PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM USERS' PROVIDERS, PRISMM AND ITS THIRD PARTY PROVIDERS ARE ACTING AS CUSTOMER’S AGENT, AND NOT THE AGENT OR ON BEHALF OF PROVIDERS.Customer and Designee further acknowledges and agrees that (i) some providers may not allow the Service to access the Provider Services, (ii) providers may make changes to their websites, with or without notice to Prismm, that may prevent or delay aggregation of information from such websites, and (iii) the Service may “refresh” the Provider Account Data by collecting the Provider Account Data nightly, so Customer’s most recent transactions may not be reflected in any account balances or other account information presented to Customer in the Service. In the event that Customer sees a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in the Service, Customer agrees to check the last refresh date for the account and confirm with that applicable provider that the Provider Account Data is correct or otherwise confirm that Provider Account Data is up to date and accurate.Limitation of Liability
12.1 PRISMM AND ITS RELATED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER OR DESIGNEE (EVEN IF PRISMM OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to Customer or Designee. In such jurisdictions, liability is limited to the fullest extent permitted by law.
12.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRISMM’S AND ITS RELATED PARTIES’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR DESIGNEE OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY PRISMM FROM CUSTOMER FOR THE SERVICE PROVIDED TO CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY (THE “CAP AMOUNT”); EXCEPT THAT IF SUCH LICENSE WAS PROVIDED TO THE CUSTOMER FREE OF CHARGE, THEN THE CAP AMOUNT SHALL BE LIMITED TO US$1,000.
12.3 These Terms shall not confer any rights or remedies upon any person or entity on behalf of Customer other than the Customer.
13.1 A “trusted contact person” is an individual (age 18 or older) identified by the owner of a financial account whom the financial institution could contact and disclose information about the owner’s account: (i) to address possible financial exploitation, (ii) to confirm specifics of the owner’s current contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney, or (iii) as otherwise permitted by Financial Industry Regulatory Authority Rule 2165.
13.2 By maintaining an Account for the Service (and appointing Designees), Customer (i) is deemed to have appointed each of his or her Designees as a “trusted contact person” with respect to the Customer’s financial accounts, solely for the purposes set forth in Section 13.1 above, and (ii) expressly intends for his or her financial institution to rely on such appointment of Designees as “trusted contact persons.” Customer understands that his or her financial institutions are not required to contact any Designees in their capacity as a “trusted contact person,” but may at their discretion contact one or more Designees in their capacities as “trusted contact persons.”
13.3 In the event that the application of Section 13.2 and appointment of Designees as Customer’s “trusted contact persons” conflicts with other written instructions and/or appointments of “trusted contact persons” by the Customer in documents such as the Customer’s Last Will and Testament, a Power of Attorney duly signed by the Customer, or other Trusted Contact Person Form signed by the Customer (each, a “Signed Instruction”) then such other Signed Instruction shall govern and control over the appointment of Designees as “trusted contact persons” pursuant to Section 13.2 above. Miscellaneous
14.1 No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
14.2 If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from these Terms.
14.3 These Terms constitute the entire understanding between Customer and Prismm, and revoke and supersede all prior agreements between the parties, and are intended as a final expression of the parties’ agreement.
14.4 Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
14.5 If the Service was provided by Prismm all disputes arising out of these terms will be subject to the governing law of Alabama and the exclusive jurisdiction of the competent courts located in the city of Birmingham, Alabama. The parties understand and fully agree that they are giving up their right to have a trial by jury. The parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit either party from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
14.6 Notices and all other communications provided for in these Terms shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email to [email protected] provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Ordering Document or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by email - upon receipt of confirmation as set forth above; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.