Special Provisions Applicable to Users Residing outside the United States
If you reside outside the United States (the "International Jurisdiction") and the Services were offered to you in the International Jurisdiction, please review this International Addendum to our Terms of Service ("International Addendum"). This International Addendum applies to users in the International Jurisdiction in addition to, or in some cases in lieu of certain sections of, the Terms of Service. This International Addendum is part of the Terms of Service you agree to when accessing or using the Services provided by PRIOS. If there is a conflict between the Terms of Service and this International Addendum, this International Addendum will control for that conflict. All capitalized terms not defined in this International Addendum shall have the meaning given to them in the Terms of Service. If you do not agree to the Terms of Service or this International Addendum, do not use our Services.
For All Users in the International Jurisdiction (unless separately addressed below):
User Content. Section 5 of the Terms of Service is deleted in its entirety and replaced by the following: Our Services may allow you and other users to create, post, use, share and store content, including situations you suggest, principles you create, dots, ratings or comments you provide, your test and assessment responses, comments, videos, messages, photos, preferences you express or other materials you share with us or other users when using our Services (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and PRIOS.
You grant PRIOS and our affiliates a nonexclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute your User Content in accordance with these Terms and the applicable data protection laws, without compensation to you, in perpetuity or for the entire duration of protection provided by the applicable law. Depending on your account settings and the options you select, when you post or otherwise share User Content on or through our Services, you understand that some or all of your User Content and personal information (including your name, username, profile photo and other account information) may be visible to others.
We may remove any User Content at any time if we determine that it violates any of these Terms or if we are required to do so by law. Unless prohibited under applicable law, you represent and warrant that: (a) you have all necessary rights in the User Content to make it available through the Services and grant the license rights in these Terms, and (b) our use of User Content as permitted by these Terms will not violate any rights of or cause injury to any person or entity.
Repeat Infringer Policy: Copyright Complaints. The following provision is added at the end of Section 10 of the Terms of Service: For users in France, please see article 5) - I of Article 6 requirements of a proper notification under Law No 2004-575.
Disclaimer of Warranties. The following provision is added at the end of Section 13 of the Terms of Service: NOTWITHSTANDING THE FOREGOING, WARRANTIES DISCLAIMED IN THIS SECTION 14 ARE DISCLAIMED ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND YOU ARE ENTITLED TO ALL STATUTORY WARRANTY RIGHTS UNDER APPLICABLE LAW.
Disclaimers of Certain Damages; Limitation of Liability. Section 14 of the Terms of Service is deleted in its entirety and replaced by the following: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRIOS PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF SOME OF THE PRIOS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Where permitted by applicable law, material damages and pecuniary loss due to negligent breach of essential contract obligations are limited to foreseeable damages typical of the contract at the time of conclusion and any limitations or exclusions applicable to PRIOS also apply to the personal liability of PRIOS’ employees, legal representatives and vicarious agents.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE PRIOS PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50.00 USD OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES. The limitations set forth in this Section 15 will not limit or exclude liability for (a) gross negligence, fraud, intentional misconduct, (b) death or personal injury caused by negligence, gross negligence, fraud, intentional misconduct, or (c) any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow (x) the exclusion or limitation of incidental and consequential damages, or (y) limitations on certain liability under product liability law so the above limitations or exclusions may not apply to you.
Dispute Resolution; Binding Arbitration. The following provision is added at the end of Section 15 of the Terms of Service: Notwithstanding the above, you may bring legal proceedings in respect of these Terms either by following the arbitration procedure detailed in the Terms of Service (except for UAE users, who may not bring arbitration in the county of their residence) or, except for UAE users, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, except for UAE users, you may submit the dispute to the courts of the jurisdiction in which you reside. To the extent PRIOS brings legal proceedings to any dispute resolution other than the courts of the country in which you reside, PRIOS will inform you in writing, after which, except for UAE users, you will have one month to opt for dispute resolution by the courts of the country in which you reside. The European Commission provides EU consumers with an online dispute settlement platform, available at http://ec.europa.eu/consumers/odr/ which provides information about alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. Please note that we are not obliged to participate in alternative dispute resolution and reserve the right to consent to alternative dispute resolution in individual cases. Notwithstanding the foregoing, consumers residing in the International Jurisdiction will benefit from any mandatory provisions of the law of the jurisdiction in which you reside. Nothing in these Terms affects your rights as to rely on mandatory provisions of the law of the jurisdiction in which you reside.
Governing Law. The following provision is added at the end of Section 16 of the Terms of Service: Except for UAE users, who will continue to be subject to the above, notwithstanding the above, any dispute arising from these Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws in the jurisdiction in which you reside. Users residing in the International Jurisdiction will benefit from any mandatory provisions of the law of the country in which you reside. Nothing in these Terms affects your rights as to rely on mandatory provisions of the law of the jurisdiction in which you reside.
Complaints. For any complaints that you might have in relation to PRIOS or relating in any way to the Services, you agree to first contact PRIOS and allow PRIOS to resolve the complaint informally by sending a written notice of your complaint (“Notice”) to PRIOS by email at legal@principles.com or by certified mail addressed to PRIOS, Inc., Attn: Legal Dept., 25 Ford Road, Westport, Connecticut 06880. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the complaint; and (c) set forth the specific relief sought.
PRIOS, LLC
25 Ford Road, Westport, Connecticut 06880
E: support@principles.com
T: +1-203-429-5243
Miscellaneous. The following provision is added at the end of Section 20 of the Terms of Service: These Terms are provided in the English language and all questions of interpretation shall be resolved by reference to the same as written in English. This Agreement may not be translated into any other language without the prior written consent of PRIOS. If these Terms are translated into any other language, the English version will prevail for all purposes, including any disputes or claims that may be resolved by any legal proceeding. All references to a number of days herein shall be to calendar days in the Gregorian calendar.
Additional Terms for Italian Residents. Having read and understood the Terms and this International Addendum, you specifically approve the clauses set out under 3 (Disclaimer of Warranties), 4 (Disclaimers of Certain Damages; Limitation of Liability) and 5 (Dispute Resolution; Binding Arbitration), pursuant to Articles 1341 and 1342 of the Italian Civil Code.
Additional Terms for Israel Residents. If you reside in Israel and submit the dispute to an arbitration administrator in Israel, clause 5 (Dispute Resolution; Binding Arbitration) above will constitute an Arbitration Agreement in accordance with the Israel Arbitration Law 1968. In the event of a conflict between the provisions herein and the Israel Arbitration Law, the provisions herein shall prevail. Any ruling or decision of the arbitrator, including the award, may be enforced in any court of competent jurisdiction.