Effective Date: April 23, 2016

I.  INTRODUCTION

These Terms and Conditions (“Terms and Conditions”) are applicable to all persons visiting this website (the “Website”), including Users and Clients, as those terms are defined below. The Website is owned and operated by Prose Media, LLC (“Prose,” “we” or “us”). Prose reserves the right, at its sole discretion, to modify, add, or remove any terms or conditions of these Terms and Conditions by updating this posting. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE. Users of the Website (“User” or “you”) should visit this page periodically for changes. Any changes to these Terms and Conditions shall be effective immediately following the posting of such changes, and your continued use of the Website constitutes your acceptance of all such changes.

Use of the Website confirms your acknowledgment and acceptance of these Terms and Conditions, our Privacy Policy, and other notices and agreements posted on the Website, including but not limited to the Frequently Asked Questions section. If you do not agree to be bound by and comply with all of the foregoing, your sole remedy is to discontinue your use of the Website. 

II.  DEFINITIONS  

For purposes of these Terms and Conditions: 

“Account” means the Account a User opens when registering to use the Website’s Services.

“Client” means any User who registers on the Website in order to request Services and/or commission Work.

“Intellectual Property” includes, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights, mask work rights, trade dress and service mark rights, goodwill, trade secret rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Submission. 

“Proposal” means the separate services agreement entered into between Client and Prose.

“Services” means all services offered by Prose, as described on the Website.

“Submission” means content submitted by Prose to Client in response to a request for Services and/or commission for Work.

“User” means any person who visits or makes use of the Website on his or her own behalf or on behalf of a company or organization.

“Website” means the domain, and all subdomains, of prosemedia.com.

“Work” means and includes all deliverables as agreed upon between Client and Prose.

“Writer” means a User who performs writing services for Prose.

III.  OVERVIEW

These User Terms & Conditions are applicable to all Users, including Clients.

A.  Website Access

THE WEBSITE IS SOLELY FOR USE BY A LEGAL ENTITY OR AN INDIVIDUAL EIGHTEEN (18) YEARS OF AGE OR OLDER. USE OF OR ACCESS TO THIS WEBSITE BY INDIVIDUALS UNDER THE AGE OF 18 IS UNAUTHORIZED, UNLICENSED AND IN VIOLATION OF THESE TERMS AND CONDITIONS.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. PROSE RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE AT ANY TIME AND IN ITS SOLE DISCRETION WHENEVER IT DEEMS THAT THE USE OF THE WEBSITE AND SERVICES IS IN ANY MANNER INAPPROPRIATE OR IN VIOLATION OF THESE TERMS AND CONDITIONS.

B.  Registration

To become a Prose Client, you must register for an Account on the Website. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness. 

Upon registration, Prose grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Member Section of the Website on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use.  Any rights not expressly granted herein are reserved by Prose and Prose’s licensors.

In registering, you agree to accept these Terms and Conditions, the Privacy Policy, the terms of any Proposal, and other notices and agreements posted on the Website. In doing so, you agree to: (1) abide by these Terms and Conditions and the processes, procedures and guidelines described through the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of Services; and (3) perform your obligations as specified in any other agreements you enter into with Prose, unless such obligations are prohibited by law. Prose reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.

C.  Username and Password

When you register for an Account, you will be asked to choose a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password. You agree to immediately notify Prose of any unauthorized use of your username or password. Your username and password may not be transferred or assigned.

You represent, warrant, and agree to grant access to your Account only to Users authorized to act on your behalf and only in accordance with these Terms and Conditions. Prose will assume that any person using the Website with your username and password is authorized to act for you. You represent, warrant, and agree to be fully responsible and liable for any action of any User who uses your Account.

D.  Nature of Services
 
Prose provides the Services via a freelance workforce and in-house editorial team. Subject to these Terms and Conditions, Prose will use commercially reasonable efforts to (i) scope and price Client’s requirements for Work; (ii) identify one or more appropriate Writers to prepare initial drafts of the Work; and (iii) edit and finalize the Work.

1.  Requests for Work

On completion of registration, Clients may submit a request for Work through the Website.  At this point (or as part of their profile), Clients must either provide their credit card number or they may seek permission to pay by check, bank deposit, or other means as determined on a case-by-case basis by Prose.  

2.  Work Assignment and Pricing

Prose will evaluate Client’s request and attempt to identify an appropriate Writer to perform the Work. Prose does not warrant or represent that it will find a Writer suitable for all requests. 

Client acknowledges and agrees that all Writers are independent contractors and are not employees, agents, partners or joint venturers of either Prose or Client. 

3.  Proposals

For certain jobs, Prose may send client a Proposal, outlining the scope of work to be completed by the Company.  In addition to these Terms, when accepted by the Client, the details in the Proposal constitute a binding contract between Prose and the Client. 

4. Compensation

Prose shall submit all invoices to Client for any sums due to the Company, and all invoices must be paid within thirty (30) days from the date of completion.

If on-going, regular services are requested, Client will pay a retainer of 100% of the monthly fee upfront, based upon invoices received from Prose and paid by Client in within thirty (30) days upon receipt.

For one-time services, Prose will invoice Client upon completion and acceptance of the Work.

Invoices to Client shall be paid within thirty (30) days of receipt. Unless otherwise specified in writing, invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month.

If for any reason, Prose does not receive payment for amounts invoiced, Client agrees to pay such amount in addition to interest charges and any attorneys' fees and other costs of collection incurred by Prose in collecting the unpaid amount.

5. Editing and Client Approval

After the Writer has completed a draft of the Work, Prose’s editors will review and finalize the Work, and submit it to Client for approval. Client approval may be given via the electronic link made available to Client upon submission of the Work for review, or otherwise in writing. 

If for any reason Client is not satisfied with the Work, Client must promptly inform Prose of the reason(s) for dissatisfaction via the electronic link provided upon submission of the Work for review. If Client does not so inform Prose, Work will be deemed approved seven (7) days after its delivery to Client, and Client’s credit card (or other primary payment method use by the Client, including, but not limited to, check or bank account) will be charged.  For further information, please refer to Prose’s Dispute Resolution Policy or e-mail [email protected].

Client approves the Work on an “as is” basis. After approval, Prose has no responsibility for any further processes in which the Work is used and is not responsible for errors occurring in the Work or projects related to the Work.

E.  Non-Circumvention Policy

Clients: By using the Website, you agree to use Prose to pay for all content written by Writers who you connect with through Prose.  If a Writer approaches Client to work outside of Prose, Writer and Client may enter into such relationship subject to the Company’s Direct Hire Policy set forth below.  If a Writer solicits payment from you outside the Website, you agree to notify Prose immediately.

Writers: By using the Website, you agree to use Prose to receive all payments from all Clients who identify you or whom you identify through Prose. You also agree to notify Prose immediately if a Client seeks to pay you outside of the Website.

F.  Direct Hire Policy

A Client may directly hire a Writer identified through the Website, so that payment through Prose will not be required for that specific Writer and Client. To directly hire a Writer, the Client must pay a Direct Hire Fee of $1,000, payable within thirty (30) days of the Client hiring Writer outside of Prose.

The intent of the Direct Hire Policy is to provide Clients with a way to hire Writers for an employment relationship. Violation of this policy may result in immediate removal of the Writer and the Client from the Website.

To pay the Direct Hire Fee, you must request instructions by sending an email to [email protected].

G.  Intellectual Property

Prior to Client’s full and complete payment for the Work, all rights, title and interest worldwide to the Work, including but not limited to copyrights, shall be the property of Prose. Upon Client’s full and complete payment for the Work, Prose shall automatically and irrevocably transfer to Client all rights, title and interest worldwide to the Work, including but not limited to copyrights, provided, however: Client agrees to grant Prose a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to copy, modify, publicly perform and publicly display the Work on the Website and in Prose’s promotional materials, unless Client informs Prose in writing it does not consent to such license. By using the Services, Client further agrees that Prose may list Client’s name and corporate logo on the Website and in Prose’s promotional materials indicating Client’s status as a Client, unless Client informs Prose in writing it does not consent to such license.

H.  Payments and Billing 

1.  Pricing for Work

All Services provided to Client will be billed through Prose. Client agrees to be bound by the pricing terms indicated on the order form Client submits for the Work, or by other such pricing terms for the Work agreed in writing between Client and Prose. 

2.  Payment Options

Prose reserves the right, on a case-by-case basis, to amend the payment methods and options available to its Clients and users.  Prose will facilitate payment using the preferred payment method designated in Client’s Account. If Client’s primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, Client agrees that Prose may use a secondary payment method in Client’s Account, if available.

a)  Credit Card

Clients may submit credit card information when requesting Work or at any other time through the Website. Client’s credit card will be charged at the beginning of a monthly payment period, or upon approval of the Work. If the client orders content on a recurring basis, the credit card (or primary payment method) will be charged at the beginning of the monthly payment period.  Any content ordered on a one-off basis will be paid for after acceptance.  Work is deemed approved seven (7) days after delivery to Client, unless Client otherwise informs Prose in accordance with these Terms. 

b)  Other Payment Methods 

Alternately, Clients may request authorization to pay by check, wire transfer, or other payment methods approved by Prose. Approval for such alternate payment methods is given on a case-by-case basis and may be revoked at any time. All invoices must be paid in full within thirty (30) days of receipt. Unless otherwise specified in writing, invoices not paid within thirty (30) days of the invoice date will accrue interest at 1.5% per month.

3.  Third Party Providers

Prose may contract with third parties (“Third Party Providers”), including but not limited to Authorize.Net, e-onlinedata, or PayPal, to process billing or payments. Prose will facilitate Client payments on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of charges in such manner shall be considered the same as payment made directly by Client to the Third Party Provider.

4.  Agreement to Pay 

If, for any reason, Prose does not receive payment for any amounts invoiced or authorized to be paid for Work, you agree to pay such amount immediately upon demand by Prose. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Prose in collecting from you the authorized but unpaid amount. In such case, Prose may, at its option, discontinue any ongoing Work, stop processing any further payments made by you and apply any amounts then held by Prose on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

5.  Billing and Payment Errors

Prose makes no representation that its billing system, or that of any Third Party Provider, will operate error-free. Prose shall not be liable for any billing or payment miscalculations or malfunctions by Prose or Third Party Providers. Any complaints about billing or payments shall be made within thirty (30) days of discovery. 

6.  Promotional Codes

Prose may, in Prose's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services, subject to any additional terms that Prose establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Prose; (iii) may be disabled by Prose at any time for any reason without liability to Prose; (iv) may only be used pursuant to the specific terms that Prose establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Prose reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that Prose determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms and Conditions. You further agree that Promo Codes, or such other promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Website, shall have no bearing on your use of the Services or the charges applied to you, unless also made available to you.

7.  Authorized Payments Are Final

Your use of the Services constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final and non-refundable.

8.  Erroneous or Duplicate Transactions; Chargebacks 

Prose reserves the right to seek reimbursement from you, and you will reimburse Prose, if Prose discovers erroneous or duplicate transactions, or Prose receives a chargeback from any Client’s credit card company, bank, or PayPal for any reason. You agree that Prose has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of your Account.

9.  Hold on Account Funds

Prose reserves the right, at its sole discretion, to place a hold on funds for Client payments to clear, or if Prose suspects monies may be subject to dispute or chargeback or if fraud is suspected. Prose will release a hold as soon as practical.

I.  Prose’s Warranties and Representations

Prose represents that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted applicable professional and industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, ALL SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND PROSE HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, and the stated express warranties are in lieu of all other obligations or performance liabilities arising out of or in connection with the Services provided under these Terms and Conditions.

J.  Independent Contractors

For all purposes under these Terms and Conditions each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract.

K.  Breach of Agreement

In the event these Terms and Conditions are breached, Prose may terminate all Services provided for Client, may cease all engagements with Writers, and in its sole discretion, may, among its other legal remedies, retain any unused Client fees. 

L.  Prohibited Activities

The following are prohibited activities, which could lead to immediate termination of your access to the Website:

Collecting or attempting to collect any information of others, including passwords and account information, or providing to or transmitting through the Services any material that is unlawful or violates the rights of others;

Uploading or storing files that are defamatory, violate anyone’s right of privacy or publicity, infringe on any copyright, trademark, patent or other personal or proprietary right of any person or entity;

Removing any copyright, trademark or other intellectual property notices for any reason or for any purpose;

Launching or using any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;

Using proxies or proxy servers to bypass, interfere or attempt to interfere with the proper workings of the Services;

Sending or otherwise transmitting to or through the Website files or information related to pornography; unlawful, infringing, harmful, abusive, harassing, defamatory, threatening, obscene, hateful, racially or otherwise offensive material of any kind; any material that can cause harm or delay to this Website or computers of any kind; and any unsolicited messages, advertising, solicitation or promotional materials;

Restricting, discouraging, or inhibiting any person from using this Website, disclosing personal information on this Website or obtained from this Website, or collecting information about users of this Website;

Reverse engineering, disassembling or decompiling any section or technology on this Website, or attempting to do any of the foregoing;

Reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting or otherwise exploiting the Services except as expressly permitted by Prose;

Gaining unauthorized access to the Website, other Users’ accounts, names, or personally identifiable information, or other computers or websites connected or linked to the Website;

Misrepresenting your identity or affiliation in any way;

Violating any applicable laws or regulations or these Terms and Conditions;

Assisting or permitting any persons in engaging in any of the activities described above.

Notwithstanding the foregoing, Prose grants the operators of public search engines permission to use spiders and robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Prose reserves the right to revoke these exceptions either generally or in specific cases. 

M.  Notification of Claimed Copyright or Trademark Infringement 

If you believe that your copyrighted work or trademark has been copied and is accessible on the Website in a way that constitutes copyright or trademark infringement, please notify us by providing our designated agent with the following information:

1. The physical or electronic signature of either the copyright or trademark owner or of a person authorized to act on the owner's behalf; 

2. A description of the trademark or copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing; 

3. Identification of the URL or other specific location on the Website where the material or activity you claim to be infringing is located or is occurring (you must include enough information to allow us to locate the material or the activity); 

4. Identification of the location where the original or an authorized copy of the trademark or copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published;

5. Your name, address, telephone number, and e-mail address; 

6. A statement by you that you have a good faith belief that use on the Website of the trademark or copyrighted work in the manner you are complaining of is not authorized by the owner, any agent of the owner, or the law; and 

7. A statement by you, made under penalty of perjury, that the information you have provided in your notice is accurate and that you are either the owner of the trademark or copyright, or are authorized to act on behalf of the owner. 

We have designated the following as our agent to receive notices of claims of trademark or copyright infringement:

Name: Justin Belmont
Address: 817 Broadway, 5th Floor, New York, NY 10003
Telephone: 800-776-7340
Email: justin [at] prosemedia.com

N.  Copyright and Trademarks

“Prose Media” and any other Prose trademarks and trade names, now existing or created in the future, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of Prose, and any unauthorized use of such trademarks and trade names is unlawful. 

The Website (including without limitation all programs, compiled binaries, interface layout, interface text, documentation and graphics) is the property of Prose and is protected by copyright law. Prose reserves any rights not expressly granted to you. You may not sell or modify the Website content or reproduce, display, publicly perform, distribute, or otherwise use the Website content in any way for any public, commercial, or non-commercial purpose. The use of the Website content on any other website or in a networked computer environment for any purpose is prohibited. 

O.  Third-Party Links

The Website may contain links to other sites, including websites showing samples of Prose’s and Writers’ work, as well as banner ads that take a visitor to another website.  Prose is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. These Terms and Conditions do not apply to any other websites. Providing links to these websites should not be interpreted as endorsement or approval by Prose of the organizations sponsoring such third-party websites or their products or services. 

P.  DISCLAIMERS 

PROSE DOES NOT WARRANT THAT THIS WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THIS WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, PROSE IS NOT RESPONSIBLE FOR THOSE COSTS. 

THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. PROSE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROSE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEBSITE CONTENT, SUBMISSIONS, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

THE TRANSMISSION OF FILES AND INFORMATION (INCLUDING COMMUNICATIONS BY E-MAIL) OVER THE INTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS IS NOT TOTALLY SECURE, AND THESE FILES AND INFORMATION ARE SUBJECT TO POSSIBLE LOSS, INTERCEPTION OR ALTERATION WHILE IN TRANSIT. ACCORDINGLY, PROSE DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGE YOU MAY EXPERIENCE OR COSTS YOU MAY INCUR AS A RESULT OF ANY TRANSMISSIONS OVER THE INTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS, SUCH AS TRANSMISSIONS INVOLVING THE EXCHANGE OF E-MAIL WITH US (INCLUDING THOSE WHICH MAY CONTAIN YOUR PERSONAL INFORMATION). WHILE PROSE TAKES COMMERCIALLY REASONABLE EFFORTS TO SAFEGUARD THE PRIVACY OF THE INFORMATION YOU PROVIDE US AND TREAT SUCH INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY, IN NO EVENT WILL THE INFORMATION YOU PROVIDE TO US BE DEEMED TO BE CONFIDENTIAL, CREATE ANY FIDUCIARY OBLIGATIONS TO YOU ON OUR PART, OR RESULT IN ANY LIABILITY TO YOU ON OUR PART IN THE EVENT THAT SUCH INFORMATION IS INADVERTENTLY RELEASED BY PROSE OR ACCESSED BY THIRD PARTIES WITHOUT OUR CONSENT.

PROSE TAKES NO RESPONSIBILITY WHATSOEVER FOR THE DATA AND INFORMATION YOU HAVE UPLOADED TO THE WEBSITE OR SUBMIT VIA ELECTRONIC COMMUNICATION, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR LOSS OF FILES AND DATA, OR FOR FAILURE TO STORE ANY FILES OR INFORMATION. NOR IS PROSE RESPONSIBLE FOR LOSS OF FILES OR INFORMATION THROUGH THE ACTION OF ANY THIRD PARTY OR BECAUSE OF CIRCUMSTANCES BEYOND PROSE’S CONTROL. ALL USERS ARE EXPECTED TO HAVE THEIR OWN BACKUP OF ALL OF THE DATA AND INFORMATION TRANSFERRED TO THE WEBSITE. THESE TERMS AND CONDITIONS AND ANY REGISTRATION FOR OR SUBSEQUENT USE OF THE WEBSITE WILL NOT BE CONSTRUED AS CREATING ANY RESPONSIBILITY ON PROSE’S PART TO STORE, MAINTAIN, BACKUP, RETAIN, OR GRANT ACCESS TO ANY INFORMATION OR DATA FOR ANY PERIOD.

Q.  LIMITATION OF PROSE’S LIABILITY 

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT PROSE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM: 1) YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THE WEBSITE; 2) ANY WORK PERFORMED OR SUBMISSIONS RECEIVED THROUGH THE WEBSITE; 3) ANY ACTIONS PROSE TAKES OR FAILS TO TAKE AS A RESULT OF SUBMISSIONS OR ELECTRONIC MAIL MESSAGES YOU TRANSMIT; OR 4) THE MISAPPROPRIATION OF, OR LOSS OR DAMAGE TO, MATERIALS. THESE INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. 

THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE, AND EVEN IF PROSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

R.  YOUR LIABILITY 

IF YOU CAUSE A TECHNICAL DISRUPTION OF THE SITE OR THE SYSTEMS TRANSMITTING THE SITE TO YOU OR OTHERS, OR IF YOU BREACH ANY PROVISION OF THESE TERMS AND CONDITIONS, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM THAT DISRUPTION. 

S.  INDEMNITY 

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PROSE, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND REPRESENTATIVES FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, ACTION, OR DEMAND, INCLUDING WITHOUT LIMITATION LEGAL FEES, ALLEGING OR RESULTING FROM: (I) YOUR USE OF PROSE’S WEBSITE OR SERVICES; (II) ANY ELECTRONIC MAIL MESSAGES OR OTHER MATERIALS YOU SUBMIT TO PROSE’S WEBSITE; (III) ANY WEBSITE CONTENT THAT YOU USE; OR (IV) YOUR BREACH OF THESE TERMS AND CONDITIONS, PRIVACY POLICY, AND/OR REPRESENTATIONS AND WARRANTIES. THE FOREGOING APPLIES, BUT IS NOT LIMITED TO, CLAIMS OF DEFAMATION, HARASSMENT OR INFRINGEMENT. PROSE SHALL PROVIDE NOTICE TO YOU PROMPTLY OF ANY SUCH CLAIM, SUIT, OR PROCEEDING AND SHALL ASSIST YOU, AT YOUR EXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT OR PROCEEDING. PROSE RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, WHICH SHALL NOT EXCUSE YOUR INDEMNITY OBLIGATIONS. 

T.  Breach of Agreement

Prose reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination without notice of your registration and your ability to access this Website, and/or any other service provided to you by Prose, upon any breach by you of these Terms and Conditions, or if Prose is unable to verify or authenticate any information you submit to the Website. 

U.  Additional Terms and Conditions 

These Terms and Conditions, the Proposal, the Website’s Privacy Policy, and other notices and agreements posted on the Website constitute the entire agreement between you and Prose with respect to the use of the Website. No changes to these Terms and Conditions shall be made except by a revised posting on this page. 

Prose makes no claims that the Website content may be lawfully viewed or accessed in any specific country. Access to the Website content may not be legal by certain persons or in certain countries. When you access the Website, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York applicable therein, without regard to conflict of laws. You irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York in connection with any action arising out of or related to these Terms and Conditions or their subject matter. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue or forum non-convenience in any such action.

If any court having competent jurisdiction holds any provision of these Terms and Conditions invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms and Conditions shall continue in full force and effect. 

Prose’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision in that or any other instance.

V.  Contact

If you have any questions or comments regarding these Terms and Conditions, please submit them via email to support [at] prosemedia.com or Prose Media LLC, 817 Broadway, 5th Floor, New York, NY 10003.