TERMS OF SERVICE

Last Updated: 2025-06-07

1. Introduction

Welcome to Prizmsol! Your use of our services, including the services we make available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the "Site") and to all software or services offered by us in connection with any of those (collectively, the "Services"), is governed by these terms of service (the "Terms"), so please carefully read them before using the Services. For the purposes of these Terms, "we," "our," "us," and "Prizmsol" refer to Prizmsol, Inc., the providers and operators of the Services.

In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will also refer to that organization, wherever possible.

You must be over 13 years of age to use the Services, and children under the age of 13 cannot use or register for the Services. If you are over 13 years of age but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), then you must get your parent or guardian to read these Terms and agree to them for you before you use the Services. If you are a parent or guardian and you provide your consent to your child's registration with the Services, you agree to be bound by these Terms with respect of your child's use of the Services.

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Prizmsol or any of its affiliates regarding future functionality or features.

If you have entered into a separate written agreement with Prizmsol for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PRIZMSOL WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Accounts

You must register an account with us (a "Customer Account") in order to use the Services. You agree to provide accurate and complete information in the creation of your Customer Account and agree to update this information with any changes. Your Customer Account is for your personal use only and you may not authorize others to use your account. You are responsible for ensuring that your access credentials are kept confidential and are not disclosed to any third party, and for all activity that occurs under your Customer Account. You agree to notify us immediately upon learning of any unauthorized access to your Customer Account or any other suspected security breach.

3. Content

You will be able to upload, create, host, transmit, share, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as "User Content."

You are solely responsible for the development, content, and use of the User Content you upload to Prizmsol and you assume all risks associated with them, including intellectual property or other legal claims. If you are registering for these Services on behalf of an organization, you agree that you are also responsible for the actions of your Authorized Users and for any User Content that such Authorized Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. By storing User Content with Prizmsol, you represent that you have all necessary rights to store, use and, if applicable, publicize that User Content, and that doing so does not conflict with, violate or misappropriate any third party legal rights, conflict with licenses you've granted to others, violate any applicable law or regulations, or any of our Terms. Our Services will allow you to share your User Content with others, which is in your sole control and discretion. You are responsible for taking appropriate steps to secure and protect your account and your User Content, such as setting up and maintaining the proper configuration and use of our Services, as well as using encryption to protect your User Content from unauthorized access when and if applicable. Please be careful about what User Content you choose to share.

You agree to immediately take down any User Content that violates these Terms, including pursuant to a takedown request from Prizmsol. Prizmsol doesn't actively monitor the User Content you upload, download or share. However, we reserve the right, in our sole discretion, to review and remove User Content and/or suspend your access to your account in the event we become aware that your use of our Services or User Content violate any of our Terms, or any applicable law and/or regulations (such as copyright infringement, if we learn the User Content is patently unlawful, if we learn the User Content is malware or supports the distribution of malware, etc.). We assume no liability for any User Content that you or anyone else stores with Prizmsol. You understand that User Content that is deleted may be irretrievable.

A variety of information, data, and other materials may also be made available through the Services by Prizmsol or its suppliers ("Prizmsol-Supplied Content"). While Prizmsol strives to keep the content that it provides through the Services accurate, complete, and up-to-date, Prizmsol cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Prizmsol-Supplied Content.

4. Proprietary Rights

By submitting, posting or otherwise uploading User Content on or through the Services you give Prizmsol a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Prizmsol to provide you with the Services.

Except as provided above, Prizmsol acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any User Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that User Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that Prizmsol has no obligation to do so on your behalf.

You acknowledge and agree that Prizmsol (and/or Prizmsol's licensors) own all legal right, title and interest in and to the Services and Prizmsol-Supplied Content and that the Services and Prizmsol-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing in these Terms authorizes you to use any of Prizmsol's trademarks, logos, domain names, or other distinctive brand features except as otherwise permitted by law.

5. License from Prizmsol and Restrictions on Use

Prizmsol gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely in the manner permitted by these Terms.

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof; or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

You may not rent, lease, provide access to or sublicense any elements of the Services to a third party or use the Services on behalf of or to provide services to third parties

You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

You may not access the Services for the purpose of bringing an intellectual property infringement claim against Prizmsol or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, "scrape," "data mine" or in any way gather Content from the Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Prizmsol, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any malware, viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

You affirm that you are over the age of 13, as the Services are not intended for children under 13.

6. Pricing Terms

Subject to the Terms, the Services are provided to you without charge up to certain usage limits, and usage in excess of these limits may require purchase of additional resources and the payment of fees. Please see Prizmsol's Pricing Terms for details regarding pricing for the Services.

7. Privacy

These Services are provided in accordance with our Privacy Policy. You agree to the use of your User Content and personal information in accordance with these Terms and Prizmsol's Privacy Policy.

You agree to protect the privacy and legal rights of your Authorized Users and any end users or third parties involved in the creation of your User Content. To the extent that your User Content and/or use of the Services requires compliance with specialized data privacy laws (e.g. FERPA, COPPA, HIPAA, etc.), you understand and agree that you are solely responsible for compliance with such laws.

Notwithstanding anything to the contrary, in the event you use the Services as an organization, you agree to permit Prizmsol to identify you as a customer and to use your name and/or logo in Prizmsol's website and marketing materials.

8. Modification and Termination of Services

Prizmsol is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Prizmsol provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

You agree that Prizmsol, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Prizmsol will not be liable to you or any third party for such termination.

You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account for our convenience, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.

Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

9. Beta Services

We sometimes release products and features that we're still testing and evaluating ("Beta Services"). Beta Services are labeled "alpha," "beta," "preview," "early access," or "evaluation" (or with words or phrases with similar meanings) and may not be as reliable as Prizmsol's other services. Accordingly, use of any Beta Services is completely voluntary and at your sole risk. The Beta Services are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. Beta Services are made available in part so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. If we provide you any Beta Services on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Services. For any such confidential Beta Services, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Services without our prior written consent.

10. Changes to the Terms

These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

11. DISCLAIMER OF WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

PRIZMSOL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIZMSOL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT PRIZMSOL'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

12. LIMITATION OF LIABILITY

SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRIZMSOL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON PRIZMSOL'S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT PRIZMSOL HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME PROVINCES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL PRIZMSOL'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

13. Indemnification

You agree to hold harmless and indemnify Prizmsol, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Prizmsol and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

14. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. We will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

Copyright Notice of Alleged Infringement ("Notice")

Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.

Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.

Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

Include both of the following statements in the body of the Notice:

• "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
• "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Designated Copyright Agent:

Copyright Agent
Prizmsol, Inc.
Toronto, Ontario, Canada
ahmedabdibusiness@gmail.com

15. Third-Party Content and Materials

You may be able to access or use third party websites, resources, content, communications or information ("Third Party Materials") via the Services. You acknowledge sole responsibility for and assume all risk arising from your access to, reliance upon or use of any such Third Party Materials and Prizmsol disclaims any liability that you may incur arising from access to, reliance upon or use of such Third Party Materials via the Services.

You acknowledge and agree that Prizmsol: (a) is not responsible for the availability or accuracy of such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance upon or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Services.

16. Third Party Software

The Services may incorporate certain third party software ("Third Party Software"), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

17. Feedback

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Prizmsol under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone. Further, you warrant that your feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any products or services that incorporate any of your feedback.

18. Disputes

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Prizmsol and limits the manner in which you can seek relief from us.

These Terms and any action related thereto will be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. Except for small claims disputes in which you or Prizmsol seek to bring an individual action in small claims court located in the county of your billing address or claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Toronto, Ontario, Canada by one (1) arbitrator appointed in accordance with applicable arbitration rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the courts located in Toronto, Ontario, Canada, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND PRIZMSOL, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST PRIZMSOL THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by emailing us at ahmedabdibusiness@gmail.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration.

19. Miscellaneous

These Terms, together with our Privacy Policy, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Prizmsol to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Prizmsol must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent.

20. Contact Us

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at: ahmedabdibusiness@gmail.com

When submitting a complaint, please provide a brief description of the nature of your complaint and the specific services to which your complaint relates.