These terms and conditions (“Terms”) describe the terms on which Pryv SA, Avenue de Saint-Jean 6, 1110 Morges, Switzerland (“We” or “Pryv”) offers its users (“You” or the “User”) an access to, and use of, any of its services (“Pryv Service”), including but not limited to the Pryv website (“Pryv Website”), the Pryv browser, the Pryv mobile application, as well as any other service as made available by Pryv from time to time.
The Terms do not apply to services provided by third parties, including when said services are provided as part of, or are integrated in, the Pryv Service.
The Pryv Service is made available subject to Your full compliance with the Terms.
1. Acceptance of the Terms
By registering for Pryv’s service, You become a registered user (“Registered User”), You agree to be bound by these Terms. If You do not agree, please refrain from using the Pryv Service.
2. Registered Users
The use of the Pryv Service may be limited to Registered Users. To become a Registered User, you need to create a User Account. By registering, You represent and warrant the following:
a. You are eighteen (18) years old or of legal age in Your country of residence if such age exceeds eighteen (18);
b. The information You provided as part of the registration process is accurate and not misleading and will be kept updated;
c. You are entitled to access and use the Pryv Service according to any laws and/or regulations that may apply to You;
d. You may not transfer or share Your User Account with anyone; and
e. You are solely and entirely responsible for maintaining the confidentiality of Your User Account, login, password, and any of any activity that may occur through Your User account.
3. License to access and use the Pryv Service
Pryv grants You a personal, limited, non-exclusive, non-transferable, non-assignable license to access and use the Pryv Service for a duration of and in accordance with the Terms (“License”). In so far as it is necessary for the proper performance of the Pryv Service, the License shall also cover any piece of code or software provided by Pryv which You might need to use in connection with the Pryv Service.
You acknowledge that Pryv may have to temporary block or limit access to, or availability of, part of all of the Pryv Service for technical maintenance repair or support.
Pryv reserves the right, without prior notice, to take any measure it might find appropriate in case of a breach of the License or to protect the integrity and performance of its computer systems, servers and networks, in particular but not limited to a suspension or a termination of data transmission, access to, or making available of, the Pryv Service.
All price indications on the Pryv Service shall exclude charges, such as VAT. No set-off or deduction is allowed. The Pryv Service is non-refundable.
In case of late payment, Pryv shall be entitled, without further notice, to immediately reduce or suspend access or use to all or part of the Pryv Service, without prejudice of any other action, and to charge a late payment fee in the rate of 5% per year.
Should you make a payment to Pryv, You will be asked to provide Your billing address and credit card information or use your login information to a third-party website. Payment processing is made by a third-party payment processor subject to its own terms and conditions.
5. Representations and Warranties
You represent and warrant that the Pryv Service will not be used in violation of any law, regulation or rights of third parties.
Pryv does not warrant that the functions contained in the Pryv Service or access to the Pryv Service will be uninterrupted, error-free or that defects can be corrected, nor makes any representations regarding the use or the results of the access to the Pryv Service in terms of correctness, accuracy, reliability, value or otherwise.
Pryv makes no representations that the Pryv Service is appropriate or available for use in other locations than Switzerland. Those who access or use the Pryv Service from other jurisdictions do so under their own responsibility and are responsible for compliance with applicable laws.
6. Disclaimer and Limitation of Liabilities
In no event shall Pryv be liable for any direct, indirect, incidental, punitive or special damages, including without limitation damages for loss of business profits, business interruption, loss of business information or, infringement of third party rights or loss or alteration of data arising out of Your access to, and use of, the Pryv Service. Pryv shall bear no liability, except in case of fraud or gross negligence and Pryv shall not be responsible for the acts or omissions of its auxiliaries, including but not limited to the acts or omissions of its hosting providers, if any.
Pryv is not responsible for temporary limitations to, or unavailability of, the Pryv Service, including limitations or unavailability due to technical maintenance repair or problems caused by changes in, or modifications to, the operating characteristics of any computer hardware, operating system or browser application through which the Pryv Service is accessible, nor is Pryv responsible for problems which result from the access to, and use of, the Pryv Service (including the hosting of data) in conjunction with software of third parties or with hardware which is incompatible with the operating system or the technical specifications of the Pryv Service.
In no event shall Pryv’s liability under the Terms exceed the aggregate amount actually paid by You to Pryv during the last 3 (three) months.
Any legal proceeding based on or in connection with the Pryv Service must be instituted within 3 (three) months of the date the cause of action first accrued.
If You access and use the Pryv Service, You do so at Your sole risk. You acknowledge and agree that the Pryv Service is provided on an “as is” and “as available” basis. We expressly disclaim, and You waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose and non-infringement
You will indemnify and hold harmless any award of costs and damages brought against Pryv to the extent that it is (i) based on a claim regarding the configuration or use of the Pryv Service; (ii) based on a claim regarding modification, translation, customization or localization of the Pryv Service; (iii) based on a claim regarding a damage allegedly suffered as a result or in connection with the access to, or use of, the Pryv Service in accordance with the Terms; or (iv) based on a claim regarding the infringement of rights of third parties in connection with the use of the Pryv Service by You.
8. Intellectual property & third party rights
You agree not to use the Pryv Service to store, transmit, publish or otherwise make use of content of any sort that infringes or violates third party rights or otherwise violates applicable laws. Pryv reserves the right to remove any content stored, transmitted, published or that otherwise makes use of the Pryv Service that Pryv estimates in its sole discretion and without prior warning may infringe or violate third party rights or otherwise violate applicable laws. Pryv will not assume any responsibility or liability in this regard.
You agree not to use the Pryv Service to store, transmit, publish or otherwise make use of content of any sort that includes information belonging to, or displaying information relating to third parties without ensuring that you either (i) have been duly licensed or otherwise authorized to make the intended use of the content; or (ii) have obtained said third parties’ consent.
You acknowledge and agree that Pryv may in its sole discretion and without liability to You, with or without cause, with or without prior notice and at any time:
a. terminate Your access to the Pryv Service,
b. deactivate or delete Your User Account and all related information and files; and
c. bar Your access to any files or from the Pryv Service.
Paid-access parts of the Pryv Service are terminated for the end of a calendar month upon giving Pryv a thirty (30) days written notice to Pryv. Free of charge parts of the Pryv Service can be terminated at any time.
Except when specifically provided for otherwise, termination of your access for any reason shall immediately terminate Your rights under these Terms (in particular but not limited to access to any content stored, transmitted, published or that otherwise makes use of the Pryv Service, as well as any license granted), but shall not relieve You of Your obligation to make immediate and full payment to Pryv for any amounts then due and/or payable, without any claim to reimbursement of monies already paid.
The access to the Pryv Service does not establish a partnership, joint venture, franchise, or principal and agent among the parties, and neither party shall have any authority to incur obligations or take other actions on behalf of the other party.
Pryv shall not be liable for delays in its performance hereunder due to causes beyond its reasonable control, including but not limited to, acts of God, acts of public enemy, general network break-downs, spread of viruses, acts of government or courts of law or equity, civil war, insurrection or riots, fires, floods, explosions, earthquakes or other casualties, strikes or other labor troubles.
If any provision of the Terms is invalid, illegal, or unenforceable, the balance of the Terms shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Pryv cooperates with government and law enforcement officials and private parties as required by the law. We will only disclose information about, and Personal Data related to You to government or law enforcement officials or private parties if we have to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of Pryv, to protect the safety of the public or any person, or to prevent or stop any activity we may consider to be, or to pose a risk of being, illegal, unethical or legally actionable. You will be informed of the disclosure of information about, or Personal Data related to You To the extent that Pryv is not prohibited from doing so and deems it appropriate in its sole discretion.
12. Applicable law and jurisdiction
These Terms and all matters arising out of or relating to these Terms shall be governed by the substantive laws of Switzerland, without regards to principle of conflicts of laws thereof.
Any controversy, claim or dispute between a User and Pryv arising out of or in relation with these Terms shall be subject to the exclusive jurisdiction to the ordinary courts of the seat of Pryv.