Last updated: August 3, 2021

PLEASE READ THE FOLLOWING LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) BETWEEN PRISM TECHNOLOGIES LLC (“prism”, “US”, “WE” OR “LICENSOR”) AND YOU (“You” or "Licensee") CAREFULLY BEFORE INSTALLING AND/OR USING OUR SOFTWARE AND SERVICES (DEFINED BELOW).

By clicking “I AGREE”, "accept" or OTHER SIMILAR BUTTON, or BY installing, accessing and/or using THE PRISM AUTOMATION CHECKOUT SOFTWARE (“SOFTWARE”) and RECEIVING REGULARLY updated VERSIONS ("Service"), you expressly acknowledge and agree that you, or the company you represent, are entering into THIS agreement with Prism, and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Agreement. TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. THE SOFTWARE AND SERVICE ARE COLLECTIVELY REFERRED TO AS THE “PRISM PRODUCT.”

YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE PRISM PRODUCT TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE PRISM PRODUCT.

1. Ordering Document. The Prism Product is ordered via an online form, purchase order, proposal acceptance or other document that references Licensee’s purchase or renewal of a license to the Prism Product, and includes details such as subscription term, pricing and scope (collectively, an “Ordering Document”). Ordering Documents may be directly between Prism and Licensee or between a Prism reseller or integrator and Licensee.
2. License to the Prism Product. Subject to the terms and conditions of this Agreement, the applicable Ordering Document, and Documentation (defined below), Prism hereby grants Licensee a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license ("License") for Licensee's internal business purposes to download, install and use the Software, and to access and use the Service for the subscription term and within the scope set forth in an Ordering Document. If not renewed, at the end of the license term set forth in an Ordering Document, the license to the Prism Product and this Agreement will automatically terminate. The Service will deliver and install updates to the Software that are necessary for the efficient performance of the Software. If Licensee blocks or does not install any such updates provided by the Service, then the Software’s performance will degrade.
3. Support. You can submit issues and questions via email and our website support page. We will respond to you issues and questions in accordance with our support schedule.
4. License Restrictions. Except as expressly permitted in this Agreement, Licensee agrees not to, and shall not permit or encourage any third party to: (i) sublicense, redistribute, sell (except via authorized Licensor partners), lease, lend or rent the Prism Product or make available the Prism Product to any third party, or otherwise use the Prism Product to operate in, or as, a time-sharing, outsourcing, or service bureau environment, (ii) install the Software on a device not owned by, and in the control and possession of Licensee; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy (except as necessary for the use of the Software or for back-up purposes), modify, improve, create derivative works of the Software or use the Prism Product to develop any service or product that is the same as, or substantially similar to, the Prism Product; (v) circumvent, disable or otherwise interfere with security-related features of the Prism Product or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Prism Product; (vi) disclose the results of any Prism Product benchmark test without our express prior express written consent; (vii) use any automated means to access online portions of the Service in a manner that will cause interference with the normal operation of the Service; (viii) take any action that imposes or may impose a disproportionately large load (as Prism may determine in its sole discretion) on Prism’s infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Prism Product; (x) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Prism Product; (xi) use the Prism name, logo or trademarks or service marks without our prior written consent; and/or (xii) use the Prism Product to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement. Licensee acknowledges that Licensee's full compliance with the above license restrictions is condition to the License granted to Licensee in this Agreement. You acknowledge that the foregoing License may be further subject to your compliance with additional use restrictions and/or limitations specified in an Ordering Document.
5. Documentation. Prism may make available Documentation (defined below) to Licensee for Licensee to use for Licensee’s internal business purposes and solely in connection with Licensee’s use of the Prism Product during the term of this Agreement. Licensee may print or copy the Documentation as needed for its own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered the confidential information of Licensor. Unless the Documentation is separately referred to herein, all references in this Agreement to the Prism Product shall include the Documentation. “Documentation” means Licensor's standard user documentation (that Licensor generally makes available to its Prism Product customers), in electronic form, that describes the use, features and operation of the Service.
6. Configuration. You will need to configure the Prism Product to your specifications. You are solely responsible for the configuration settings you select and the outcome that results from such configurations.
7. Verification Features. Licensee hereby acknowledges and agrees that the Prism Product may contain a number of methods to verify and support Prism Product use. These methods may include technological features that monitor Prism Product use, prevent unauthorized use and provide Prism Product deployment verification.
8. Intellectual Property Rights.
   1. Ownership. The Prism Product is licensed and not sold under this Agreement and Licensee acknowledges that Prism and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Prism Product (including any and all improvements, corrections, modifications, alterations, revisions, extensions, updates, upgrades and/or enhancements to the Service). Prism reserves all rights not expressly granted herein to the Prism Product. "Intellectual Property Rights" means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
   2. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Prism Product provided by you to Prism are non-confidential and Prism (as well as any designee of Prism) shall be entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. Open Source Software. Portions of the Software may include third party open source software that is subject to third party terms and conditions ("Third Party Terms"). A list of any third party open source software, applicable open source software, and related Third Party Terms is available in the Software notice.txt file, or as a menu item. The list may be updated by Prism from time to time. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Prism makes no warranty or indemnity hereunder with respect to any third party open source software.
10. Payments. All fees specified in each applicable Ordering Document shall be due and payable as set forth in the Ordering Document. All fees shall be charged in advance to the payment method stipulated in the Ordering Document. If set forth in an Ordering Document, Prism may charge your payment method automatically as payments become due without requiring prior authorization in each instance. Licensee shall be responsible to reimburse Prism for any costs of collections for overdue amounts, including attorney’s fees. All amounts payable hereunder are non-refundable and shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. If any such taxes are required to be withheld, Licensee shall pay an amount to Licensor such that the net amount payable to Licensor after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. Prism will charge Licensee for any applicable taxes. Licensee agrees to hold harmless Licensor from all claims and liability arising from Licensee’s failure to report or pay such taxes, duties or other governmental charges.
11. Required Equipment/Services. Licensee is solely responsible for acquiring and maintaining all of the equipment, software, cloud resources, services and items necessary to access and make use of the Prism Product, including without limitation paying all charges, taxes, and other costs and fees related to internet access.
12. Confidential Information. Licensee agrees to keep confidential and to use only for purposes of using the Prism Product as permitted under this Agreement, any Prism proprietary or confidential information disclosed to Licensee pursuant to this Agreement which is marked as confidential or is identified at the time of disclosure as confidential or which should reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by Licensee prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that Licensee shall give written notice to Prism of such disclosure and an opportunity, at Prism’s expense, to resist or restrain the scope of such request). Upon any termination of this Agreement, Licensee shall return to Prism or destroy confidential information, and all copies thereof, in Licensee's possession, custody or control, including the Software and Documentation, unless otherwise expressly provided in this Agreement. If Licensee breaches any of the terms of this Section, Licensee agrees that Prism may suffer irreparable harm for which Prism cannot be adequately compensated with money damages. Licensee therefore irrevocably consents to the grant of injunctive relief to Prism to enforce these provisions and agrees that Prism will not be required to post a bond related to the injunctive relief.