This Terms of Service (“Agreement”) is a legally binding contract between Priority Prospect (“Priority Prospect OÜ”) and you (“Customer,” “you” or “your”) that shall govern the purchase and use, in any manner, of the services provided by Priority Prospect to Customer (collectively, the “Services”).
By purchasing and/or using the Services in any manner, you represent that you have read, understand, and agree to all terms and conditions set forth in this Agreement, and that you are at least eighteen (18) years old and have the legal ability to engage in a contract.
If you do not agree to all the terms and conditions set forth in this Agreement, then you may not use any of the Services. If you are already a customer of Priority Prospect and do not agree with the terms and conditions set forth in this Agreement, you should immediately contact Priority Prospect to cancel your Services.
1. Ownership and Services Purchased
1.1. The individual or entity set out in our records as the primary billing contact shall be the owner of the account.
1.2. The features and details of the Services governed by this Agreement are described on the web pages setting out the particular services or products you have purchased (“Service Description Page”) based on their description on the Service Description Page as of the Effective Date, as defined below. Priority Prospect may modify the products and services it offers from time-to-time. Should the Service Description Page change subsequent to the Effective Date, we have no obligation to modify the Service to reflect such a change. The services and products provided to you by Priority Prospect as set out on the Service Description Page, are referred to as the “Services.”
1.3. Certain aspects of the Services are provided by third parties. These third parties may have reserved the right to make changes, including material changes, to the services provided by them. You may terminate this Agreement if such a change materially affects the Services.
2. Term of Agreement
2.1. This Agreement becomes effective immediately when Customer creates an account (“Effective Date”) and remains effective and binding until terminated by either party as outlined below. This Agreement may only be modified by a written amendment signed by an authorized executive of Priority Prospect, or by the posting by Priority Prospect of a revised version.
2.2. The term of this Agreement is set to the Customer’s billing term (“Term”). If no Term is set out, the Term shall be one (1) year. Upon expiration of the initial Term, this Agreement shall renew for periods equal to the length of the initial Term, unless one party provides notice of its intent to terminate as set out in this Agreement.
3. Obeying the Law
3.1. Priority Prospect is registered and located within the Estonia and as such, we are required to comply with the laws and official policies of Estonia, regardless of where the Services are provided. In addition, Priority Prospect will comply with appropriate laws and official policies set forth by Estonian government.
4. Payments and Billing
4.1. Priority Prospect will automatically bill your payment method on file on the due date to the due date on all terms of one (1) or more years; for terms less than one (1) month in length, Priority Prospect will attempt to bill your payment method on file on the due date. All fees are billed in United States Dollars (“USD”) and are subject to change with thirty (30) days notice prior notice to you.
4.2. Your “Billing Term” is the period of time you have chosen to receive bills for the Services. For example, your Billing Term may be monthly, quarterly, or annually.
4.3. Priority Prospect is only able to automatically collect payment from customers with credit cards stored on file (as opposed to credit cards used one for one time transactions) or active PayPal preapprovals and subscriptions. All other payment methods (one time credit card payments, PayPal one time payments, etc.) must be initiated manually by you. It is your obligation to ensure that reoccurring fees are paid on their due date.
4.4. As a customer of Priority Prospect, it is your responsibility to ensure that all billing information on file with Priority Prospect is accurate, and that any credit card or other automated payment method on file has sufficient funds for processing. You are solely responsible for any and all fees charged to your payment method by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds and over the credit limit fees. Priority Prospect screens all orders for fraud and other unethical practices. Services will not be activated until this fraud screen is completed. In certain cases, if your account is flagged for fraud, third party services, such as IP allocations, will not be processed. Priority Prospect has no liability for the failure to provide Services, including third party services, if your account fails its fraud screen.
5. Late Payments
5.1. Any account not paid in full by the end of the first day of the Billing Term will be given a seven (7) day grace period. If payment is not made within the seven (7) day grace period, Priority Prospect reserves the right to suspend your Service(s) with Priority Prospect and to charge a $15 “late penalty.” Fourteen (14) days following suspension of Services for non-payment, Priority Prospect reserves the right to terminate Service(s) for non-payment.
5.2. Priority Prospect is not responsible for any damages or losses as a result of suspension or termination for non-payment of your account. In addition, Priority Prospect reserves the right to refuse to re-activate your Services until any and all outstanding invoice(s) have been paid in full.
6. Refund Policy and Billing Disputes
6.1. No refunds are offered on PBN hosting, custom packages, setup fees, custom discounts with a commitment (for example volume discounts with yearly commitment), advanced support fees or processing fees.
6.2. Refunds will be issued only to the payment method that the original payment was sent from, and may take up to one (1) week to process. Eligible payments older than sixty (60) days may require a refund via PayPal due to merchant account policies and procedures.
6.3. The following methods of payment are not refundable any circumstances (including during the money back guarantee period, if one applies), and refunds will be posted solely as credit to the hosting account for current or future Services: bank wire transfers, Western Union payments, checks and money orders.
6.4. Refund may be possible when client has not used resources allocated to them within 7 days after the initial order. Example: a domain has not been set up onto an IP address that client rented from Priority Prospect. Due to the nature of SEO hosting service, no exceptions will be made.
6.5. No refunds, for the remaining Service time, will be provided when customer wants to cancel individual IP addresses from more than one (1) active orders.
7. Chargebacks, Reversals, and Retrievals
7.1. If Priority Prospect receives a chargeback or payment dispute from a credit card company, bank, or Paypal, your Services may be suspended without notice. A $50 chargeback fee (issued to recoup mandatory fees passed on to Priority Prospect by the credit card company), plus any outstanding balances accrued as a result of the chargeback(s), must be paid in full before service is restored. Instead of issuing a chargeback, please contact Priority Prospect’s billing team to address any billing issues.
7.2. If Priority Prospect appeals a chargeback or other payment dispute and wins the dispute or appeal, the funds will likely be returned to Priority Prospect by the credit card company or bank. Any double payment resulting from this process will be applied to Customer’s account in the form of a service credit.
8. Cancellation of Services
8.1. Either party may terminate this Agreement by providing notice to the other as provided herein.
8.2. You may cancel Service(s) with Priority Prospect by submitting a cancellation request from PBN Dashboard. In the event that you are unable to login to your PBN Dashboard with Priority Prospect, please contact our billing department via email and we will assist you. However, Priority Prospect prefers that cancellations are submitted through the PBN Dashboard to reduce the likelihood of error and ensure the security of your account. Priority Prospect cannot accept cancellation requests over the telephone, email or live chat.
8.3. Cancellations must be requested via the form indicated above 48 hours or more prior to the Service’s renewal date. If a cancellation notice is not received within the required time frame, you will be billed for the next Billing Term and are responsible for payment as set forth above. Cancellations are not final until confirmed by a representative of Priority Prospect (not an auto-responder of a ticket received) in writing by email.
8.4. If you pay Priority Prospect via PayPal, it is your responsibility to cancel any subscription for recurring PayPal payments.
8.5. Priority Prospect may terminate this Agreement at any time by providing notice to Customers via email. Should Priority Prospect terminate this Agreement for any reason other than a material breach, or violation of Priority Prospect’s Acceptable Use Policy, any prepaid fees shall be refunded.
8.6. One party may also terminate this Agreement upon the occurrence of a material breach which has not been cured by the other party within ten (10) days of their receipt of written notice of the breach. For the purposes of defining a material breach, materiality shall be determined from the perspective of a reasonable business person with significant experience in conducting business on the Internet. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.
9. Refusal of Service
9.1. Priority Prospect reserves the right to refuse service to anyone at any time. Any material that, in Priority Prospect’s judgement, is obscene, threatening, illegal, or violates Priority Prospect’s terms of service in any manner may be removed from Priority Prospect’s servers (or otherwise disabled), with or without notice.
9.2. Similarly, Priority Prospect reserves the right to cancel, suspend, or otherwise restrict access to the Service(s) it provides at any time, for any or no reason, and with or without notice. Priority Prospect is not responsible for any damages or loss of data resulting from such suspension or termination.
9.3. If any manner of communication with Priority Prospect’s staff could be construed as belligerent, vulgar (curse words), attacking, highly rude, threatening, or abusive, you will be issued one warning. If the communication continues, your account may be suspended or terminated without refund. This includes, but is not limited to, threats to sue, slander, libel, publicly post, or initiate a chargeback.
9.4. To help protect Priority Prospect and its customers from fraud, Priority Prospect may ask you to provide a copy of a government issued identification and/or a scan of the credit card used for the purchase. If you fail to meet these requirements, the order may be considered fraudulent in nature and denied.
10. Resource Usage
10.1. Each customer is required to utilize as little server resources as possible, so as to allow for reasonable performance by all Priority Prospect customers. Because server CPU and memory are shared resources, excessive consumption of these resources can interfere with or completely prevent normal service performance for other users. Priority Prospect reserves the right to suspend or terminate Services on any account that, at its sole discretion, is abusing server resources. Such suspension or termination can occur at any time without prior warning, and for any or no reason.
11. Bandwidth Usage
11.1. There are no limits for bandwidth usage. Customers may use enough bandwidth for their websites as it’s required, but only in reasonable amounts.
11.2. Like other resources, customers are expected to demonstrate responsible usage of bandwidth resources, so as to allow for reasonable performance by all Priority Prospect customers. Priority Prospect regularly monitors bandwidth usage and reserve the right to suspend, terminate, and/or limit (such as through port speed limiting) Services on any account, that at its sole discretion, is using an abnormally large amount of bandwidth. Such suspension, termination, or limitation can occur at any time without prior warning, and for any or no reason.
12.1. Priority Prospect grants to you a non-exclusive, non-transferable, worldwide, royalty free license to use technology provided by Priority Prospect solely to access and use the Services. This license terminates on the expiration or termination of this Agreement. Except for the license rights set out above, this license does not grant any additional rights to you. All right, title and interest in Priority Prospect’s technology shall remain with Priority Prospect, or its licensors. You are not permitted to circumvent any devices designed to protect Priority Prospect, or its licensor’s ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.
12.2. You grant Priority Prospect, or to any third parties used by Priority Prospect to provide the Services, a non-exclusive, non-transferable, worldwide, royalty free, license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, your End Users, in conjunction with the Services. This license terminates on the expiration or termination of this Agreement. All right, title and interest in your technology shall remain with you, or your licensors.
13. Service Modifications
13.1. Priority Prospect reserves the right to add, modify, or remove any or all features from any service Priority Prospect provides, at any time, with or without notice. This includes, but is not limited to, disk space limits, bandwidth limits, domain limits, pricing, and third party applications. These changes can be made for any or no reason and Priority Prospect does not guarantee the availability of any feature, whether written or implied. If the removal of a feature materially impacts your ability to use the Service, you may terminate this Agreement. For the purposes of this paragraph only, the term “materially” means that a reasonable business person would not have purchased the Services for the purposes used by you.
14. Uptime Guarantee
14.1. Priority Prospect does not offer an uptime guarantee at this time. If you feel that your uptime in a given month has fallen short of your expectations, please contact our billing team and our team will be happy to assist you.
15. Support Policy
15.1. Priority Prospect will provide technical support to you twenty-four (24) hours a day, three-hundred-sixty-five (365) days a year. The only official method for technical support is via Priority Prospect’s help desk at https://support.priorityprospect.com. Telephone and live chat support are not official methods of support and are governed by the terms and conditions set forth in the following clause.
15.2. Limited support will be provided, at Priority Prospect’s discretion and subject to availability of staff, via telephone and/or live chat. Priority Prospect will always do its best to provide fast, friendly, and helpful support over the telephone and live chat, but these options are not official methods of support and no guarantee is made as to the availability, accessibility, or technical expertise provided via these mediums.
15.3. Inquires via telephone or live chat support should be limited to general questions which do not require access to any account or server to investigate or resolve and should not be used to request the status of or provide updates to a help desk ticket. Any issue requiring investigation, research, or access to an account/server should be sent via the help desk. Priority Prospect reserves the right to direct any issue to the help desk at its discretion and to refuse to provide support for such issues via telephone or live chat.
16. Advanced Support Policy
16.1. Support to Customer is limited to Priority Prospect’s area of expertise and is available only for issues related to the physical functioning of the Services. Priority Prospect does not provide support for any third party software including, but not limited to, software offered by but not developed by Priority Prospect. Priority Prospect reserves the right to refuse assistance with and/or assess an “Advanced Support Fee” of $75.00 USD per hour (1 hour minimum) for any issue that, at Priority Prospect’s sole discretion, is: (a) outside the scope of standard support; or (b) caused by customer error or omission. Priority Prospect will always ask for your permission before providing advanced support that may be subject to a fee. By providing your permission, you agree to pay Advanced Support Fees as billed.
17. Backup Services
17.1. Your use of Priority Prospect’s Services is at your sole risk. This service is provided to you as a courtesy. Priority Prospect is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on Priority Prospect’s servers. Any and all backup services provided by Priority Prospect, whether paid or not, are offered with no warranty or guarantee of their date, accuracy, and integrity.
17.2. Backups are performed on servers that house shared hosting only.
17.3. If you ask Priority Prospect to restore a backup of your data that is located on a backup server maintained by Priority Prospect, you will receive one courtesy backup restore per calendar month. For any further restores within the same calendar month, you agree to pay a non-refundable “restoration fee” of $10.00 per backup restored to complete the request. By requesting that Priority Prospect restore a backup for you, whether paid or unpaid, you also confirm a backup restoration will overwrite any and all current data on your account. Priority Prospect cannot be held liable if a backup restoration does not complete successfully. Priority Prospect will never charge a backup fee to restore a backup to address an error or omission caused by Priority Prospect.
17.4 Priority Prospect will keep backups of all active accounts for at least 14 calendar days.
17.4.1 Priority Prospect can delete some or all of your backups at any time after you stop paying for Priority Prospect’s Services.
18. Acceptable Usage Policy
18.1. You shall use Priority Prospect’s services only for lawful purposes. Transmission, storage, or presentation of any information, data, or material in violation of the laws of Estonia is prohibited. This includes, but is not limited to: copyrighted material in which you are not the copyright holder, material that is threatening or obscene, or material protected by trade secrets or other statutes. You agree to indemnify and hold harmless Priority Prospect from any claims resulting from the use of the service which damages you or any other party.
18.2. Priority Prospect reserves the right to terminate Services for any customer or End User activity that exposes it to legal liability or endangers its ability to provide services to other customers. The contents, links, or actions on any Services listed below are a violation of this Agreement. This is not an exhaustive list, but is designed to assist you in evaluating whether Priority Prospect is the appropriate service provider for you:
Child Pornography – Hosting, Distributing, or Linking to Pornography Involving a Person Under Legal Age
Copyright Infringement – Hosting, Distributing, or Linking to Copyright Infringed Materials
CPU/Memory/Resource Abuse – Consuming Excessive Amount of Server Resources Causing Server Performance Issues
DoS Source – Source of Denial of Service Attack
DoS Target – Target of Denial of Service Attack
File Scripts – File Dump/Mirror Scripts (similar to rapidshare)
Forgery – Faking an IP Address, Hostname, E-Mail Address, or Header
Fraud Site – Hosting or Linking to a Website Intended to Deceive the Public including, but not limited to sites listed at aa419.org & escrow-fraud.com
HYIP – Hosting or Linking to a High Yield Investment Program Website
Identity Theft – Hosting, Distributing, or Linking to Stolen Account Identification Information
Infection – Hosting, Distributing, or Linking to Exploits, Trojans, Viruses, or Worms
Investment Sites – FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme, High-Yield Interest Programs (HYIP) or Related Sites
IRC – Internet Relay Chat Server, including IRC Scripts/Bots
Mass Storage – Storing Mass Amounts of Backups, Archives, Videos, etc.
PayDay Loan Sites – including any site related to PayDay loans, PayDay loan affiliate programs, etc
Pharmacy Sites – Sites that engage in the illegal distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription.
Phishing – Identity Theft by Email Under False Pretense
Proxy Site – Hosting of or linking to an Anonymous Proxy Server
Bulk Email – No more than 500 emails of similar content (Opt In)
Spam Email – Unsolicited Commercial Email (UCE) or Unsolicited Bulk Email (UBE)
Spam List – Hosting, Distributing, or Linking to Email Address Lists for Spam
Spam Site – A Site Advertised by Spam Email or Spam Web
Spam Ware – Hosting, Distributing, or Linking to Software Designed for Spamming
Spam Web – Unsolicited, Bulk, or Forged Site Advertisement in Web Logs, Forums, Guestbooks, or Social Media
Spamhaus – Spam Causing Blacklisting of an IP at www.spamhaus.org for malicious activity
Terrorist Site – Hosting or Linking to a Site Advocating Terrorism
Toolz – Hosting, Distributing, or Linking to Tools or Instructional Material on Hacking/Cracking or Other Illegal Activity
Trademark – Hosting, Distributing, or Linking to Trademark Infringed Materials
Warez – Hosting, Distributing, or Linking to Crackz, Hackz, KeyGenz, Serialz, or Pirated Software
Any other material Priority Prospect judges to be threatening or obscene.
18.3. In addition, hosting accounts may not be resold. You may not resell individual services within any single account such as web space, emails accounts, add on domains, or mailing lists. All domains, add-on domains, and sub domains must be for sites controlled by or promoting published content or businesses that are solely controlled by the owner of the account as described above.
18.4. Priority Prospect responds to valid notices of alleged copyright infringement. Copyright complaints are handled pursuant to the Digital Millennium Copyright Act (“DMCA”). Complaints that do not comply with the DMCA will not be processed. You are required to comply with the DMCA in using Priority Prospect’s Services, and presenting copyright complaints. For more information on how to submit a DMCA complaint and to view information on Priority Prospect’s designated part, please see our DMCA Policy.
19. Restrictions on Storage Space Usage
19.1. All accounts are subject to the following restrictions on storage space usage: a) accounts must have valid, working websites, and not violate any previously subscribed terms; b) accounts are not for use of mass storage of backups, files, audio, video, archive files or others, as determined by Priority Prospect, at its sole discretion; and c) accounts are not for use of mass distribution of files, such as torrents or mirrors. Any account found violating these terms may be suspended or terminated without warning.
20. Multi-Location Hosting
20.1. Priority Prospect does not guarantee the availability of any and all host locations, and reserves the right to add, move, modify, or remove any location at any time without notification. Priority Prospect also reserves the right to deny the transfer of any account to a new location for any or no reason.
21.1. Your Warranties to Priority Prospect
21.1.1. You represent and warrant to Priority Prospect that: (i) you have the experience and knowledge necessary to use the Services; (ii) you will provide Priority Prospect with material that may be implemented by it to provide the Services without extra effort on Priority Prospect’s part; and (iii) you have sufficient knowledge about administering, designing, and operating the functions facilitated by the Service to take advantage of it.
21.1.2. You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to use, all material provided to Priority Prospect, or which may be accessed or transmitted using the Services. You also warrant that to the extent you do business with other parties using the Services, that they have the same ownership interests in the materials provided to you, or accessed via you, that are set out in this paragraph.
21.2. Priority Prospect’s Warranties
21.2.1. YOU EXPRESSLY AGREE THAT USE OF PRIORITY PROSPECT’S SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, PRIORITY PROSPECT HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTIES OR NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OR MERCHANTABILITY, AND/OR TITLE. NEITHER PRIORITY PROSPECT, ITS PARENT, ITS EMPLOYEES, AGENTS, RESELLERS, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS LICENSERS OR THE LIKE, WARRANT THAT PRIORITY PROSPECT’S SERVICES WILL NOT BE INTERRUPTED OR BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MIGHT BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, OR RELIABILITY, OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH PRIORITY PROSPECT’S NETWORK, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. PRIORITY PROSPECT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY PRIORITY PROSPECT. NO WARRANTIES MADE BY THESE THIRD PARTIES TO PRIORITY PROSPECT SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
21.2.2. THE WARRANTY DISCLAIMERS CONTAINED IN THIS AGREEMENT EXTEND TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM PRIORITY PROSPECT, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
21.2.3. SOME STATES DO NOT ALLOW PRIORITY PROSPECT TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO NINETY (90) DAYS FROM THE EFFECTIVE DATE.
21.3. The parties expressly disclaim the applicability of the United Nations Convention on the International Sale of Goods.
22. Limitation of Liability
22.1. YOU ALSO ACKNOWLEDGE AND ACCEPT THAT ANY DAMAGES WILL BE LIMITED TO NO MORE THAN THE FEES PAID BY YOU FOR ONE (1) MONTH OF SERVICE.
22.2. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PRIORITY PROSPECT, ITS OFFICERS, AGENTS OR THIRD PARTIES PROVIDING SERVICES THROUGH PRIORITY PROSPECT, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY THIRD PARTY; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PRIORITY PROSPECT RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THIS PARAGRAPH APPLIES EVEN IF PRIORITY PROSPECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENTS ON ALL SERVERS AND ALL SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS, PRIORITY PROSPECT’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
23.1. You agree to indemnify, defend and hold harmless Priority Prospect, and its parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and collectively, “indemnified parties”) from and against any and all claims, damages, losses. liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of, or relating to: (i) your use of the Services; (ii) any violation by you of any of Priority Prospect’s policies; (iii) any breach of any of your representations, warranties or covenants contained in this Agreement; or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the terms used to designate you include you, your customers, visitors to your website, and users of your products or services the use of which is facilities by Priority Prospect.
24. Governing Law and Disputes
24.1. This agreement shall be governed by the laws of the country of Estonia, exclusive of its choice of law principles, and the laws of the country of Estonia, as applicable. Exclusive venue for all disputes arising out of or relating to this Agreement shall be the state and federal courts in Rakvere, Estonia, and each party agrees not to dispute such personal jurisdiction and waives all objections thereto.
25. Partial Invalidity
25.1. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Priority Prospect and Customer agree to renegotiate any term held invalid and to be bound by mutually agreed substitute provision.
26. Changes to the Terms of Service
26.1. Priority Prospect reserves the right to modify this Agreement, in whole or in part, from time-to-time. Priority Prospect will provide you with notices of such a change by sending a notice to your email address on file. Unless Priority Prospect is required to make a change in an emergency, any change will be effective seven (7) days after it is posted. If such a change materially diminishes your ability to use the Services, you may terminate this Agreement. You are encouraged to review the content of this Agreement on a regular basis.
27.1. This Agreement may be assigned by Priority Prospect. It may not be assigned by you. This Agreement shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
28. Force Majeure
28.1. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, failure of telecommunication carriers, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible but in no event less than ten (10) days from the beginning of the event.
29. No Waiver
29.1. No waiver of rights under this Agreement or any Priority Prospect policy, or agreement between Customer and Priority Prospect shall constitute a subsequent waiver of this or any other right under this Agreement.
30. No Agency
30.1. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
31. HIPAA Disclaimer
31.1. We are not “HIPAA compliant.” Users are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. Users acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. Priority Prospect does not control or monitor the information or data you store on, or transmit through, our Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” under HIPAA are expressly prohibited from using this Service for such purposes. Storing and permitting access to “protected health information,” as defined under HIPAA is a material violation of this User Agreement, and grounds for immediate account termination. We do not sign “Business Associate Agreements” and you agree that Priority Prospect is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, you should contact customer support.