Effective as of October 2022.
IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY. USING THE SERVICES (AS DEFINED BELOW) CONSTITUTES ACCEPTANCE OF THIS AGREEMENT ON YOUR BEHALF.
This Subscriber Agreement (this “Agreement”) is entered into by and between Prys Ltd. (“we” or the “Company”) and the organization agreeing to the terms of this Agreement (“you” or the “Customer”). The Agreement covers your use of any of the services (the “Services”) offered by the Company, offered through an application (the “App”) and website: https://www.prys.io (the “Site”).
Please read the requirements of this Agreement carefully. Your use of any of the Services constitutes your agreement to comply with the terms of this Agreement. You can access this Agreement at any time at https://www.prys.io/terms-of-use.
This Agreement applies to you, and any employees, agents, or affiliates, who are authorized by you to use the Services, but you shall remain responsible for any of their acts or omissions in relation to the Services.
If you cannot agree to and comply with this Agreement and its requirements, you are expressly prohibited from use of the Services and must exit the App or the Site.
Subject to your continued compliance with the terms and conditions of this Agreement, the Company will grant you a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services solely for your internal business purposes.
The Company shall make the Services available to you pursuant to this Agreement during the applicable Subscription Term or Renewal Term, as defined below, all in accordance with this Agreement. The Services will include the features and functionality detailed in the App or the Site. The Company may update the content, functionality, and user interface of the Services from time to time in its sole discretion.
You are solely responsible for acquiring and maintaining all the services necessary to access and make use of the Services. You may access the Services only through the interfaces and protocols provided or authorized by the Company, and you agree to set up and use the Services in full compliance with Services’ documentation (including this Agreement and the Company’s Privacy Policy).
The Services are provided by the Company for no charge, unless upgraded to the Premium Version, as defined herein. “Premium Version” means an upgrade to a standard single-user subscription that adds premium subscription benefits, as may be designated from time to time and detailed in this Agreement.
You acknowledge that the Company may, from time to time, auto update the Services (which may include adding or removing functionality) without a prior notification.
To use the Services and the App or the Site you must be, and you hereby represent and warrant that you are competent to agree to this Agreement.
If the Company has previously prohibited you from accessing or using the Services and the App or the Site, you are not permitted to access or use the Services and the App or the Site.
You warrant that: (a) this Agreement is legally binding upon you and enforceable in accordance with its terms; (b) you have obtained all legally required consents and permissions for the submission and processing of personal data through the Services; and (c) the transfer and processing of User Data, as defined below, under this Agreement is lawful.
To access the Services, you must register for an account by creating a username and password, at the link in the Site or the App (the “Account”), which shall include your details, inter-alia: First name and Last name, app URL or Google sign-in. In addition, to enjoy our Services you must also: (1) Grant the App or the Site permission to access your data on Google Analytics and, (2) Issue a revocable API access token to the App or the Site through Shopify partners API. You agree to provide us with accurate, complete, and current registration information about yourself.
By registering for an Account, you agree that you are fully responsible for all activities that occur under your username and password. It is your responsibility to ensure that your password remains confidential and secure.
We may assume that any communications that the Company receives under your Account have been made by you. If you are an entity, you confirm that the person detailed in your Account has the authority to make decisions on behalf of such entity and are authorized to make decisions on behalf of such entity and agree that the Company is entitled to rely on your instructions.
You agree to notify the Company if you become aware of any unauthorized use of or access to your Account. The Company may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.
The Company will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your username, password or Account, with or without your knowledge and/or authorization, and regardless of whether you have or have not advised the Company of such unauthorized use.
In the event that you lose your username or password or otherwise request information about an account, the Company reserves the right to request any verification it deems necessary before restoring access to or providing information about such Account in its sole discretion.
You will not, nor will you authorize or assist others to: (i) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on use of the Services, (ii) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Services or otherwise discern the source code of the Services, (iii) use the Services on a service bureau or time sharing basis or to provide services to third parties, (iv) distribute, copy, rent, lease, sublicense, assign, sell or otherwise transfer the Services or any of your rights therein, (v) violate or abuse password protections governing access to the Services, (vi) interfere or attempt to interfere with the integrity or proper working of the Services, (vii) use the Services in any unlawful manner or in breach of this Agreement, (viii) use the Company’s name, logo or trademarks without its prior written consent, (ix) use the Services in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, (x) distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, (xi) use the Services or any information posted on the App or the Site for any commercial purpose, including distribution, resale, rental, lease, or display; and/or use the Services other than as permitted herein.
You may not post on the App or the Site any content that may: (i) violate any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (ii) be deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking; (iii) contains any personal information of minors or of anyone that has not given their prior approval to such post; (iv) contain any sensitive personal information; (v) contain viruses, bots, worms, or similar harmful materials.
If the Company believes you are abusing the App or the Site or the Services in any way, it may, in its sole discretion and without limiting other remedies, take technical or legal steps to prevent or limit you from using the App or the Site and our Services.
You expressly acknowledge that the Company solely and exclusively owns any and all worldwide right, title and interest in and to the App and the Site and Services, including all worldwide intellectual property rights therein, and including any modifications, enhancements, updates, upgrades and derivative works thereof. You will not delete, remove, obscure or in any manner alter the copyright, trademark, and the Company’s or any other third parties’ intellectual proprietary rights notices appearing on or in the App and the Site and Services or any component thereof.
While using the Services, certain User Data will be made available to the Company. You hereby grant Company a royalty-free, fully-paid, irrevocable license to use, process, display, copy and store the User Data in order to (i) provide the Services to you; and (ii) to make improvements to the Services. You acknowledge that the Services do not operate as an archive or file storage service. You are solely responsible for the backup of User Data.
“User Data” means raw data provided by you to the Company for the purpose of and in connection with using the Services. The Company will not use the User Data for any other purpose than the provision of the Services to you and in accordance with the Privacy Policy.
The Company shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of User Data.
The Services include features and content of Google Analytics and Shopify.com, from which the Company may receive certain information about you. Use of those features is subject to the then-current versions of their respective Terms of Service and Privacy Policies.
International Data Transfers (EU Data Subjects). EU and UK User Data may be transferred to, and stored and processed at, a destination outside the European Economic Area (EEA), including the Company’s headquarters in Israel and the USA. Where your User Data is transferred outside of the EEA, the Company will take all steps reasonably necessary to ensure that your Data is subject to appropriate safeguards.
The Company undertakes that the Services will be provided in accordance with the Services’ documentation. If the Services do not conform, the Company will, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. The Company does not warrant that your use of the Services will be uninterrupted or error-free.
This Agreement shall become effective on the earliest of (a) the date you indicate your agreement; and (b) your use of the Services (the “Subscription Start Date”) and shall remain effective for the chosen period (the “Subscription Term”). The Subscription Term will automatically renew on a monthly basis for as long as you use the Services (the “Renewal Term”).
You must cancel the Premium Subscription prior to the Renewal Term in order to avoid billing of the next period’s Subscription Fees, by going into your Account settings and following the instructions provided. If you cancel during the Subscription Term, you may use the Services until the end of your then-current Term but will not be issued a refund.
The Company may suspend or terminate the Subscription Term if you are using the Services in a manner that violates laws, rules or regulations or creates an excessive burden or potential adverse impact on it. Upon termination, you will cease all use of the Services, and the Company will cease all use of the User Data and delete any and all copies from its systems.
If you choose the Premium Version, you shall pay the applicable subscription fees specified in the Account (the “Subscription Fees”). All Subscription Fees shall be automatically payable at the beginning of each Subscription Term or Renewal Term. All Subscription Fees are exclusive of any applicable taxes, and you are responsible for payment of all such amounts.
Payment obligations are non-cancelable, and Subscription Fees paid are non-refundable unless otherwise provided herein. Where fees are paid via a Third Party Payment Processor (e.g., www.paddle.com), you will also be subject to the Payment Processor’s terms and conditions and privacy policy. The Company reserves the right to revise fee rates at any time and will provide notice at least twenty (20) days prior.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.
YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, PRECISE, ACCURATE, OR ERROR-FREE. YOU HAVE SOLE RESPONSIBILITY FOR ANY ACTIONS OR DECISIONS TAKEN IN RELIANCE ON THE SERVICES.
THE COMPANY’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE LOWER OF (A) THE SUBSCRIPTION FEES PAID DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) US$50.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, GOODWILL, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Each party agrees to keep confidential and to use only for purposes of performing its obligations under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement. Notwithstanding the foregoing, the Company may process, reformat, and analyze the User Data, in accordance with this Agreement and the Company’s Privacy Policy, for the purpose of providing services to all of the Company’s customers, without disclosure of any personal data relating to the Customer.
For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into this Agreement.
Other than payment obligations, neither party shall be liable to the other for any performance delay or failure to perform hereunder due to any act, omission or condition beyond the reasonable control of the affected party.
Any feedback, comments, and suggestions you may provide for improvements to the Services shall be deemed to have been given voluntarily and the Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such feedback as the Company sees fit, entirely without obligation or restriction of any kind.
The Company maintains physical, electronic, and procedural safeguards consistent with applicable laws that are designed to guard its systems and information provided by our customers. No data transmission over the internet can be guaranteed to be absolutely secure. In the event of a breach, the Company will reasonably attempt to notify you as necessary so you can take appropriate protective steps.
You consent to receiving communications from the Company electronically. The Company will communicate with you by e-mail or by posting notices on its website. Each electronic communication will contain a link for you to be removed from the mailing list.
The Services may contain links to other sites and you may install or enable third party services for use with the Services. Any use of such third-party services is solely your responsibility, and the Company is not responsible for the privacy practices or content of such third-party services.
The Company reserves the right, at any time and without prior notice, to amend, modify, alter or update this Agreement. Your continued use of the Services will constitute your acceptance of any changes. This Agreement shall be governed by and construed in accordance with the laws of Israel, and any dispute will be exclusively resolved in the applicable courts located in Tel-Aviv, Israel. This Agreement may not be transferred or assigned by you without the prior written consent of the Company. The Company may assign the Agreement without your consent in connection with any merger, consolidation, reorganization, change in control or sale of all or substantially all of its assets.
The Services are offered by Prys Ltd. with its address at Menachem Begin 112, Tel Aviv, Israel. If you have any questions or concerns about these terms, or the Services, please send us feedback through the feedback options on the Site.