Prana Terms of Service
Effective: June 03, 2019
Welcome to Prana! Prana is a community savings platform that helps Members (as defined below) work together to reach shared savings goals by participating in joint Prana Circles (as defined below). These Terms of Service (as amended from time to time, these “Terms”) govern your access and use of services offered by Prana Cap Incorporation (“Prana Cap,” “us” or “we”), including any websites, mobile applications and other Prana services offered by Prana Cap (collectively, the “Prana Services”). Prana Services are operated and administered by Prana Cap.
Prana users who successfully complete Prana Cap’s registration and identity verification process and link their Bank Account (as defined below) to our third party payment platform are referred to as “Members.” You will be asked to create or join a group that will be made up of a predetermined number of Members (not to exceed 38 Members in total) who have elected to and have been accepted to join such group (each, a “Prana Circle”) based on the information and preferences each has provided, or you can start your own Prana Circle. Once the Prana Circle has reached its required number of Members, each Member must review and sign a Member Agreement with the other Members of the Prana Circle. Once the Prana Circle has been created and at least three (3) Members have signed the Member Agreement, such Member Agreement will form a separate, binding contract solely between you and the other Member(s) in your Prana Circle. Each Prana Circle will have a “Group Organizer,” a Member who creates a group and invites other users to join as Members to form a Prana Circle and is responsible for determining four key characteristics of the Prana Circle: (i) the amount to be shared by each Member who joins the Prana Circle; (ii) the lifetime of the Prana Circle (i.e., the term of the Prana Circle); (iii) how many Members may be accepted into the Prana Circle (one slot per Member); (iv) the frequency of Payouts (defined below) and Contributions (defined below).
Once a Prana Circle has been formed, each Member must make a payment using the Prana application from the Member’s Bank Account (“Contributions”) once a week or once a month (“Contribution Date”). On each Contribution Date, the total amount of Contributions using Prana application will be distributed to a different Member based on a schedule (the “Payouts”). Each Member must receive one, but only one, Payout and must make at least one Contribution prior to the expiration or termination of the Prana Circle.
IMPORTANT: PLEASE CAREFULLY REVIEW THE ARBITRATION PROVISION SET FORTH BELOW, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH PRANA CAP ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
II. Use of Prana Services
1. Eligibility. You must be at least 18 years of age or the age of legal majority in your jurisdiction (if older than 18), and a U.S. resident to be a Member and to be eligible to participate in a Prana Circle. You represent that you are at least 18 years of age, or the age of legal majority in your jurisdiction (if older than 18), and a U.S. resident. You further agree to, and to abide by, these Terms. In the event you violate any of the terms or conditions in the Terms of Service or our third party payment platform's Terms of Service, Prana Cap may terminate your access to and use of the Prana Services and participation in a Prana Circle.
b. Please see Section I to know more about opening the account with our third-party payment platform.
c. Bank Account. Prior to participating in a Prana Circle, you must link your deposit or checking account (the “Bank Account”) to our third-party payment platform. You may change the Bank Account used to participate in Prana Circles, but you may not have more than one Bank Account linked on your Prana account at any given time. You are solely responsible for complying with the terms set by your bank with respect to your Bank Account. Your bank account can only be changed when you are not a member in an active Prana Circle.
Subject to the terms and conditions of these Terms, you are hereby granted a nonexclusive, limited, nontransferable, freely revocable license to use the Prana Services and the Prana Content (as defined below) we make available to you in connection with the Prana Services for your personal, non-commercial use and only as permitted by the features of the Prana Services. Prana reserves all rights not expressly granted herein in the Prana Services and the Prana Content. Prana Ca[ may terminate this license at any time for any reason or no reason.
4. Prana Circle Contributions and Payouts.
a. Description of the Prana Services. The Prana Service is a software platform. Prana Cap is not a financial institution, creditor or money transmitter. Prana Cap offers a software platform that allows Members to engage in Prana Circles under a Member Agreement entered into between the Members of the Prana Circle. Prana Cap is not a party to any transaction between Members and does not and will not possess, control or handle any amounts you or any Member have contributed to the Prana Circle. Your Member Agreement sets forth the terms and conditions for participation in a Prana Circle as well as the terms and conditions that apply to such membership. Upon joining the Prana Circle, your Contributions and Payouts will be automatically debited from or credited to your linked Bank Account in accordance with the schedule of your Prana Circle. As part of the Member Agreement, you must agree to repay any Payout and not to withdraw any Contributions prior to the expiration of the Prana Circle. Subject to the above, you also appoint Prana Cap to act as administrator of the Prana Circle to the extent necessary to ensure proper functioning of the Prana Services.
b. No Reliance. Prana Cap does not and cannot verify that the information provided by Members are true, accurate, complete or current, nor does Prana Cap perform background checks or credit checks on any Members when they sign up for an account or verify or guarantee that any payments made to Members will be returned to the Prana Circle or that payments will be used in accordance with applicable laws. This is the responsibility of each Member. For the avoidance of doubt, Prana Cap offers no guarantees related to the Prana Circle and is not liable for any default related to other Members or a Prana Circle, including no liability in the event any Member defaults on its obligations under the Terms, the Prana Circle or the Member Agreement. You should exercise caution in engaging with Members that you do not know personally as you would on any other interactive service. Prana Cap has no control over the conduct of, representations by, or any information posted by, any Member, and Prana Cap hereby expressly disclaims all liability for any such conduct, representations or information to the fullest extent permitted by applicable law. Notwithstanding this, Prana Cap takes fraudulent activity and misappropriation Member payments on the Prana Services very seriously and asks its Members to promptly report any suspected or actual fraudulent activity to email@example.com so that Prana Cap may investigate.
THE FUNDS HELD IN OUR THIRD PARTY PAYMENT PLATFORM ACCOUNT ARE NOT ELIGIBLE FOR FDIC INSURANCE OFFERED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, INDIVIDUAL INSURANCE, OR SHARE INSURANCE OFFERED BY THE NATIONAL CREDIT UNION ADMINISTRATION SHARE INSURANCE FUND. IN THE EVENT OF A FAILURE OR BANKRUPTCY BY OUR THIRD PARTY PAYMENT PLATFORM OR THEIR FINANCIAL INSTITUTION PARTNER WHERE YOUR FUNDS ARE HELD, YOU MAY LOSE VALUE IN THE FUNDS YOU PLACED IN OUR THIRD PARTY PAYMENT PLATFORM ACCOUNT.
4. Social Capital.
a. Prana Cap will generate a score (“Social Capital”) for each Member. Social Capital is a proprietary score generated by Prana Cap that takes into account many factors collected from or about you in connection with the Prana Services, including your Contribution history as a member and other performance in the Prana Services (e.g., number of active and completed Prana Circles that Member is a part of, as a Group Organizer or a Member).
b. You instruct Prana Cap to make your Social Capital available for viewing by other users of the Prana Services, including other Members. You acknowledge and agree that so long as your Prana Services remains active, your Social Capital will be directly tied to your Prana account and associated profile and will be visible to other users of the Prana Services.
c. If you are participating in a Prana Circle and you do not make your Contribution as scheduled, you will no longer be allowed to participate in that Prana Circle and your Social Capital will be negatively impacted.
d. Your Social Capital may be viewed by other users of the Prana Services to help them determine whether to join a particular Prana Circle or to determine your eligibility to join a Prana Circle.
5. No Discrimination.
Neither you nor any other Member shall engage in discrimination of any Member based on race, religion, national origin, sex, ethnicity, disability, gender identity, sexual orientation, age or any other protected class, and you agree to treat everyone in the Prana Cap community with respect and without judgment or bias.
You agree not to engage in any of the following prohibited activities: (i) copying, modifying, distributing or disclosing any part of the Prana Services in any medium, including, without limitation, by any automated or nonautomated “scraping”; (ii) renting, leasing, loaning, reselling, sublicensing, distributing or otherwise transferring the Prana Services to any third party, providing time sharing or similar services for any third party or using the Prana Services for any purpose other than your own internal personal or business use; (iii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Prana Services in a manner that sends more request messages to the Prana Cap servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iv) transmitting spam, chain letters or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Prana Services; (vi) taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms or other software agents through the Prana Services; (viii) collecting or harvesting any personally identifiable information, including account names, from the Prana Services; (ix) using the Prana Services for any commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xi) interfering with the proper working of the Prana Services; (xii) accessing any content on the Prana Services through any technology or means other than those provided or authorized by the Prana Services; (xiii) removing, circumventing or bypassing the measures we may use to prevent or restrict access to the Prana Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Prana Services or the content therein; (xiv) misrepresenting the source, identity or content of any Member information transmitted through the Prana Services; (xv) using Prana Services for any fraudulent, unlawful, deceptive or abusive purposes or in any manner intended to harm other Prana Service users, Prana Cap, or any third party; or (xvi) to circumvent intended limitations for any feature of the Prana Services or in a manner inconsistent with these Terms, applicable law or any terms and conditions governing your use of your Bank Account.
III. Information-Sharing and Accuracy of Information
1. Please refer to Section I for information sharing policies with our third-party payment platform.
2. Sensitive information collected by Prana application and shared with a third party may include your Social Security number, Bank Account information, physical address, email address, telephone number and a copy of government-issued identification.
3. As a tool for creating Prana Circles that rely on trust and good faith of the Members to ensure fair operation and repayment of Payouts, you understand and agree that Prana Cap may share with other users information about you, including your Prana account name and Social Capital attributes. Prana Cap does not provide any guarantee of anonymity, and your identity may become known to other users, other Members or to the public. For example, others may be able to deduce your identity based on details in the Social Capital attributes, or if you join a community of friends or family that is aware you may join as a Member. Accordingly, you accept all risk that your identity may become known to users, other Members or the public and you agree to waive, and hereby do waive, any and all legal or equitable rights or remedies you have or may have against Prana Cap and release Prana Cap with respect to such disclosure of your private information.
4. You acknowledge and agree that Prana Cap may access, preserve and disclose your account information and related contents or any information if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Service; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Prana Cap, its users, other Members or the public.
IV. Change in or Termination of Prana Services
We may, without prior notice, change the Prana Services or stop providing the Prana Services or features of the Prana Services to you or to Members. We may also create usage limits for the Prana Services. We may terminate your Prana account, permanently or temporarily terminate or suspend your access to the Prana Services, delete any content or information that you have posted on the Prana Services, remove you from a Prana Circle without notice and liability to you or any third party for any reason, including if, in our sole determination, you violate any provision of the Terms of Service, or for no reason. Though we are not responsible for the actions of any Member under the Member Agreement, we may also dissolve an entire Prana Circle if we determine, in our sole discretion, that such Prana Circle is violating or breaching the Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination or suspension of your use of the Prana Services or our dissolution of a Prana Circle may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Prana Cap may have at law or in equity. Upon termination for any reason or no reason, you continue to be bound by these Terms and responsible for the repayment of all Payouts. Prana Cap may terminate the Terms of Service, or suspend or terminate your accounts and/or future Prana Circles, at any time and for any reason. Prana Cap will take reasonable steps to notify you of termination and to wind down your account and access to the Prana Application.
V. Digital Millennium Copyright Act
If you believe any content posted on the Prana Services infringes your copyright, you may request removal of those materials (or access thereto) from the Prana Services by submitting written notification to us at the address below in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA").
Prana Cap Incorporated
19 Morris Ave.
Brooklyn, NY 11205
Attn: CUSTOMER SERVICE
Subject: Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act
For clarity, only DMCA notices should be delivered in accordance to this Section. Any other feedback, comments, requests for technical support or other communications should be directed to Prana Cap customer service through [INSERT EMAIL ADDRESS]. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
VI. Electronic Communication
By choosing to use the Prana Services, you will, from time to time, receive disclosures, notices, documents and information (“Communications”) from Prana Cap. We can only give you the benefits of Prana Services by conducting business through the internet, and therefore we need you to consent to our giving you Communications electronically. This section informs you of your rights when receiving Communications from us electronically. We may, in our sole discretion, discontinue electronic provision of Disclosures at any time.
Your consent to the Terms means that Communications Prana Cap provides to you electronically shall have the same meaning and effect as if provided in paper form, regardless of whether you actually view those Communications, unless you have withdrawn your consent, as stated below.
Scope of Consent. You are agreeing and consenting to our providing you all Communications in electronic form, meaning email, phone call, through the app or SMS. This means that we will not provide paper Communications to you unless and until you withdraw your consent, as provided below. Your consent to receive Communications and transact business electronically, and our agreement to do so, applies to any transactions to which such Communications relate, whether between you and Prana Cap. Your consent will remain in effect for so long as you are a user of Prana Services and, if you are no longer a user, will continue until such a time as all Communications relevant to transactions that occurred while you were a Member have been made.
Minimum Requirements. You understand that, in order to view and/or retain copies of the Communications, you may need a computer with an internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome or Firefox; Macs should be running OSX and Safari, Chrome or Firefox); a mobile device (iOS 6.0 or higher devices running Safari or Chrome; Android 4.0 or higher devices running Android Browser or Chrome), a valid email address, a working mobile telephone number that can receive text messages, sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us at firstname.lastname@example.org or writing us at Prana Cap Incorporated, 19 Morris Ave., Brooklyn, NY 11205. If you withdraw your consent, we reserve the right to limit or close your Prana account. The withdrawal of your consent will not affect the legal validity and enforceability of any Payouts due. You agree to pay any amount owed to Members even if you withdraw your consent and we close or limit access to your account.
Any Communications will be provided to you electronically through Prana Services (including our mobile application or website) or via electronic mail to the email address you provided. If you require paper copies of such Communications, you may sign in to your account using the Prana Services and print the documents desired, or you may write to us at the mailing address provided below, and a paper copy will be sent to you at a cost of up to $5.00 per document requested.
Updating Records. Please keep us informed of any changes in your email, phone number and mailing address so that you continue to receive all Communications without interruption. To change this information, use our mobile application or email us at email@example.com or write us at Prana Cap Incorporated, 19 Morris Ave., Brooklyn, NY 11205.
VII. Administrative Fees
Prana Cap charges an administrative fee for Members’ use of the Prana Services (the “Administrative Fee”). Each Member will be charged an Administrative Fee for each Prana Circle the Member is part of based on the number of Members in the Prana Circle, as set forth below:
Number of Members in Prana Circle: Administrative Fee Per Prana Circle
3 to 9 Members: $9
10 to 16 Members: $15
17 to 19 Members: $20
20 to 30 Members: $25
31 to 36 Members: $30
37 to 38 Members: $35
You authorize Prana Cap to debit your Bank Account for the Administrative Fee at the time you make the first Contribution and at the time of the subsequent Payout. Authorization to charge your Bank Account will remain in effect until you cancel or modify your preferences within the Prana Services; provided, however, that such notice will not affect charges submitted before Prana Cap could reasonably act. Termination of your authorization may result in termination of Prana Services. Prana Cap reserves the right to change the amount of, or basis for determining, any fees or charges for the Prana Services or services we provide, and to institute new fees, charges or terms effective upon prior notice to our users and Members. You will receive notice of any fee change at least ten (10) days before the scheduled date of the transaction, and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges or terms, your sole remedy is to cancel your Prana Services. Your fees paid for any subscription term or Prana Circle are paid in advance and are not refundable in whole or in part, even in the event you are no longer part of the Prana Circle or the Prana Circle is terminated. If you have a balance due on any Prana Services account, you agree that Prana Cap can charge these unpaid fees to your Bank Account. We are not responsible for pricing, typographical or other errors in any offer by us, and we reserve the right to cancel any orders arising from such errors.
IX. User- and Member-Submitted Materials
Submission of Materials. You may submit to us or our designated third party, upload to the Prana Services or using our information-sharing features, provide content, information or other materials (together with all Intellectual Property Rights (defined below) in and to such materials, “Materials”) in order to communicate with other Prana users, Members, or us through the Prana Services, including, without limitation, for the hosting, sharing and display of such Materials and, if you are a Member. Users may use their account settings to control other users’ and Members’ access to their Materials (“Permissions”) but may not prevent Members of your Prana Circle from access to Materials. Prana Cap will use its commercially reasonable efforts to apply for Permissions. However, Prana Cap does not guarantee that Permissions will always be applied or that your Materials will be kept secure from viewing by others, or from damage or loss. Prana Cap takes no responsibility and assumes no liability for any Materials that you or any other users, Members or third parties post or send over the Prana Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Materials that you send, upload, download, stream, post, transmit, display or otherwise make available or access through your use of the Prana Services is solely your responsibility. If you want Prana Cap to remove your Materials from the Prana Services, please contact us at firstname.lastname@example.org. However, other users or Members may have already copied or forwarded your Materials to others, making recovery impossible. Prana Cap is not responsible for any public display or misuse of your Materials. You understand that whether or not such Materials are displayed, Prana Cap does not guarantee any confidentiality with respect to any Materials. Users retain all right, title and interest in and to Materials. Prana Cap has the right in its sole discretion to reject any Materials and/or requests for payment of expenses or remove them from the Prana Services without any liability to you. The submission of Materials in no way creates a guarantee of repayment of Payout on behalf of Prana Cap or its users.
Materials Restrictions. You agree not to submit any Materials that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contain any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane or otherwise objectionable; (v) contain any information or content that is illegal, fraudulent or deceptive (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vi) contain any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contain any information or content that you know is not accurate, complete, current or is otherwise designed to mislead, defraud or deceive any user or Member.
Materials Warranty. In connection with your Materials, you affirm, represent, and warrant the following: (i) you have the written consent of each and every identifiable natural person in the Materials to use such person’s name or likeness in the manner contemplated by the Prana Services and these Terms, and each such person has released you from any liability that may arise in relation to such use; (ii) you own or have a right to use, pursuant to a valid and enforceable written license agreement, any and all Materials you submit; (iii) your Materials and Prana Cap’s or its third-party administrator’s use thereof as contemplated by these Terms and the Prana Services will not violate any law or third-party rights of any kind, including, without limitation, any Intellectual Property Rights or rights of privacy; and (iv) you shall promptly notify Prana Cap of and will consult with Prana Cap on a continuing basis concerning (a) any demand or claim made or asserted or any lawsuit or other legal action filed against you or any of your affiliates, alleging that any Material violates, infringes or misappropriates any patent, trade secret or other intellectual property right of any third party, or (b) you become aware of the occurrence of any event, including the issuance of any patent, that could reasonably be expected to increase the likelihood that a demand, claim or allegation will be made or asserted that any Material violates, infringes or misappropriates or may violate, infringe or misappropriate any patent, trade secret or other intellectual property right of any third party.
If notified by any user or Member or a content owner of Materials that allegedly do not conform to these Terms, or if Prana Cap otherwise determines that there is a violation of these Terms by such Materials, Prana Cap may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Materials, including, without limitation, any posts or group chat conversations, which it reserves the right to do at any time, without any liability to you.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of privacy, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
X. Information-Sharing Features and License to Materials
Prana Cap may provide you with information-sharing features that allow you to share information with, upload documentation, chat, post and/or send messages containing the Materials to other users, Members or third parties.
By submitting any Materials on the Prana Services, you expressly grant to Prana Cap a royalty-free, sublicensable (through multiple tiers of sublicensees), transferable, nonexclusive, worldwide, irrevocable license to copy, display, transmit, create derivative works, distribute and otherwise use the Materials as necessary for Prana Cap to provide you the Prana Services and to improve the way the Prana Services work and look, and to create new features, functionality and products. This license grant includes, without limitation, a right to modify, alter or edit the Materials as necessary for inclusion on the Prana Services. By submitting Materials to the Prana Services, in cases where you display your Materials for other users or Members to view or when you directly exchange or otherwise provide your Materials to other users or Members as permitted by certain Prana Services functionality and these Terms, you hereby grant to such users or Members of the Prana Services a nonexclusive license to use, display and reproduce such Materials as necessary for such users or Members to use the relevant Prana Services functionality or features.
Prana Cap takes no responsibility and assumes no liability for any Materials that you or any other user, Member or third party submits to the Prana Services. You shall be solely responsible for your Materials and the consequences of posting and/or submitting them.
In connection with Materials, you affirm, covenant, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use and to authorize Prana Cap and other users to use the Materials uploaded by you as necessary to exercise the licenses granted by you, and otherwise in the manner contemplated by Prana Cap and these Terms.
YOU ACKNOWLEDGE AND AGREE THAT PRANA CAP AND ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS, SUPPLIERS, THIRD-PARTY PROVIDERS AND LICENSEES (“AUTHORIZED PERSONS”) SHALL HAVE NO LIABILITY TO YOU FOR ANY EDITING, BLURRING, ALTERATION, DISTORTION, FAULTY REPRODUCTION OR USE IN ANY COMPOSITE FORM OF THE MATERIALS. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, COSTS OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS, OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN, IN ANY JURISDICTION THROUGHOUT THE WORLD (“CONTENT CLAIMS”) ARISING FROM AUTHORIZED PERSONS’ EXERCISE OF THE LICENSE RIGHTS GRANTED HEREIN OR USE OR EXPLOITATION OF THE USER MATERIALS, AND AGREE NOT TO MAKE OR BRING ANY CONTENT CLAIM AGAINST ANY AUTHORIZED PERSON, AND FOREVER RELEASE AND DISCHARGE AUTHORIZED PERSONS FROM LIABILITY UNDER SUCH CONTENT CLAIMS.
XI. Prana Cap Proprietary Rights
Except for your Materials, the Prana Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, photographs and Materials belonging to other users (the “Prana Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Prana Cap and its licensors (including other users who submit Materials to Prana Cap). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, reverse engineer, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Prana Content. Use of Prana Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about Prana Cap or the Prana Services, including, without limitation, about how to improve the Prana Services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Prana Cap under any fiduciary or other obligation and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a nonconfidential basis or otherwise to anyone. You further acknowledge that by acceptance of your submission, Prana Cap does not waive any rights to use similar or related ideas previously known to Prana Cap or developed by its employees or obtained from sources other than you.
1. You are responsible for safeguarding your username and password for the Prana Services and for restricting access to the Prana Services and any related accounts from your compatible mobile device(s) and computer(s). You will immediately notify us of any unauthorized use of your username, password, the Prana Services or any related accounts or any other breach of security.
1. You are responsible for monitoring your Prana Services and all related accounts for any unusual activity. You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Prana Services and that you provide any personal or sensitive information at your own risk.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE TERMS, THE FOLLOWING DISCLAIMERS SHALL APPLY: YOU UNDERSTAND THAT PRANA CAP NEITHER CONTROLS NOR ENDORSES, AND IS NEITHER RESPONSIBLE NOR LIABLE FOR: (1) BANK ACCOUNT INFORMATION PROVIDED BY USERS OF THE PRANA SERVICES; (2) THE THIRD PARTY PAYMENT PLATFORM SERVICES; (3) ANY ACT OR OMISSION OF THIRD PARTY PAYMENT PLATFORM, A THIRD PARTY PAYMENT PLATFORM FINANCIAL INSTITUTION PARTNER OR THIRD PARTY PAYMENT PLATFORM SERVICE PROVIDERS; OR (4) ANY ACT OR OMISSION OF ANY OTHER THIRD PARTY. FURTHER, PRANA CAP IS NOT RESPONSIBLE FOR THE ACCURACY, VALIDITY, TIMELINESS, COMPLETENESS, RELIABILITY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS OR SAFETY OF ANY THIRD-PARTY INFORMATION OR PRANA SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE PRANA SERVICES AND ALL RELATED PRODUCTS, SERVICES, OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, PRANA CIRCLES, SOCIAL CAPITAL, NOTIFICATIONS AND BALANCE CHECK FEATURES, ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) PRANA CAP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE PRANA SERVICES AND ALL RELATED SERVICES, PRODUCTS AND MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.
XIV. Limitation of Liability
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, TORTS OR STRICT LIABILITY, SHALL PRANA CAP BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO: (I) THE AGREEMENT; (II) YOUR USE OR A DELAY OR INABILITY TO USE THE PRANA SERVICE OR ANY THIRD-PARTY MATERIALS; (III) ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PRANA SERVICE; (IV) PRANA CAP’S REMOVAL OF ANY MATERIALS OR RECORDS SUBMITTED OR POSTED ON THE PRANA SERVICE; (V) THE PRANA SERVICE; OR (VI) ANY OTHER INTERACTIONS WITH PRANA CAP, EVEN IF PRANA CAP AS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT PRANA CAP SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY MEMBER OR USER OF THE PRANA SERVICE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT PRANA CAP SHALL NOT BE LIABLE FOR YOUR INTERACTIONS WITH ANYONE ELSE USING THE PRANA SERVICE, AND PRANA CAP SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM YOUR PARTICIPATION IN ACTIVITIES LISTED ON THE PRANA SERVICE.
YOU AGREE THAT IF THE FOREGOING IS UNENFORCEABLE, OR ANY LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THE AGREEMENT, THE AGGREGATE LIABILITY OF PRANA CAP TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRANA SERVICE OR OTHERWISE UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE LESSER OF: (A) THE AMOUNT YOU HAVE PAID TO PRANA CAP FOR ACCESS TO AND THE USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM OR (B) $1,000.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON OR THROUGH ANY THIRD-PARTY MATERIALS OR OTHERWISE BY THIRD PARTIES OTHER THAN PRANA CAP AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PRANA SERVICE OR RECEIVED BY YOU THROUGH ANY THIRD-PARTY MATERIALS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THE AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS PRANA CAP AND ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARTNERS, DONORS, CONTRACTORS, SUPPLIERS AND SUBCONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF: (I) YOUR USE OR MISUSE OF THE PRANA SERVICE; (II) YOUR SUBMITTED CONTENT, INCLUDING PRANA CAP’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN OR OTHERWISE WITH RESPECT TO YOUR SUBMITTED CONTENT; (III) YOUR VIOLATION OF THE AGREEMENT OR ANY APPLICABLE LAW, RULE OR REGULATION; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY SUBMITTED CONTENT INFRINGES OR VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES AND COVENANTS; (VI) ANY MISREPRESENTATION MADE BY YOU IN CONNECTION WITH YOUR USE OF THE PRANA SERVICE; AND (VII) ANY UNAUTHORIZED USE OF YOUR PRANA ACCOUNT NOT CAUSED BY PRANA CAP. PRANA CAP RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF PRANA CAP. PRANA CAP WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION OR PROCEEDING UPON BECOMING AWARE OF IT.
XVI. BINDING ARBITRATION AGREEMENT
YOU AND PRANA CAP BOTH AGREE TO RESOLVE ANY AND ALL DISPUTES, CONTROVERSIES OR CLAIMS THAT IN ANY WAY ARISE OUT OF OR RELATE TO THESE TERMS (“DISPUTE(S)”) ONLY BY ARBITRATION ON AN INDIVIDUAL BASIS OR IN SMALL CLAIMS COURT. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, ARBITRATION OR A SMALL CLAIMS ACTION WILL BE THE SOLE AND EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE BETWEEN US. YOU ALSO UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND PRANA CAP ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY (EXCEPT FOR MATTERS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT) AND THAT YOU AND PRANA CAP ARE GIVING UP THE RIGHT TO PROCEED WITH ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION. WHILE ARBITRATION PROCEDURES MAY BE DIFFERENT FROM COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
We also both agree that:
1. Notice of Dispute. If either you or Prana Cap intends to arbitrate under these Terms, the party seeking arbitration must first notify the other party of the Dispute in writing at least 30 days in advance of initiating the arbitration. Notice to Prana Cap should be sent by mail to Prana Cap Incorporated, Attn: Disputes, 19 Morris Ave., Brooklyn, NY 11205; or email to email@example.com. Notice to you will be sent to the email address(es) and street address(es), if any, that Prana Cap has in its records for you at the time the notice is sent. The notice must describe the nature of the claim and the relief being sought. If we are unable to resolve the Dispute within 30 days, either party may then proceed to file a claim for arbitration.
2. Arbitration Procedure. The Federal Arbitration Act applies to these Terms. Except for small claims court cases, any and all Disputes will be resolved by arbitration administered by the American Arbitration Association ("AAA"). The AAA will apply the Commercial Arbitration Rules to the arbitration of any Dispute pursuant to these Terms, unless you are an individual and use the Services for personal or household use, in which case the AAA's Consumer Arbitration Rules will apply (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules and fee information from the AAA (www.adr.org). These Terms govern to the extent they do not conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
3. Small Claims Court Option. As an alternative to arbitration, you may bring an individual action in small claims court in your county of residence (or if a business, your principal place of business) or Kings County, New York, provided that your Dispute meets the requirements of the small claims court.
4. Arbitration Location. Unless you and Prana Cap agree otherwise, the arbitration must take place, or the small claims action must be filed, in the county of your primary residence or Kings County, New York.
5. Severability. If any part of this agreement to arbitrate is found by a court of competent jurisdiction to be unenforceable, the court will reform the agreement to the extent necessary to cure the unenforceable part(s), and the parties will arbitrate their Dispute(s) without reference to or reliance upon the unenforceable part(s). However, if for any reason the Class Action Waiver set forth below cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any deemed unenforceable Class Action Waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement to arbitrate will be binding and enforceable. To avoid any doubt or uncertainty, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.
CLASS ACTION WAIVER. THESE TERMS DO NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE AAA PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE THE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. ARBITRATION OR COURT PROCEEDINGS HELD UNDER THESE TERMS CANNOT BE BROUGHT, MAINTAINED OR RESOLVED ON BEHALF OF OR BY A CLASS, AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY. IN ADDITION, INDIVIDUAL PROCEEDINGS CANNOT BE COMBINED WITHOUT THE CONSENT OF ALL OF THE PARTIES. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.
JURY TRIAL WAIVER. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND PRANA CAP AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND PRANA CAP UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.
1. Taxes. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisers. Prana Cap cannot and does not offer Tax-related advice to any User. “Tax” or “Taxes” means any sales taxes, value added taxes, goods and service taxes and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.
2. Customer Support.
a. Prana Cap provides customer support for the Prana Application. Prana Cap may make available but is under no obligation to do so, such customer support using the Prana Application.
b. By agreeing to these Terms and using the Prana Application, you also agree to notify Prana Cap promptly by using the Feedback option found in the Settings section of the Prana Application if you become aware of or suspect any illegal, fraudulent, deceptive or otherwise suspicious activity within the Prana Application, including in connection with a Prana Circle.
c. You acknowledge that Prana Cap is your point of contact for resolving any inquiries or disputes that arise in relation to the Prana Application (e.g., positions in a Prana Circle and Social Capital). To the extent necessary to work toward resolution of an inquiry or dispute, you consent to Prana Cap providing relevant information and data regarding your use of the Prana Application to any third-party as necessary to resolve your inquiry or dispute.
3. Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE PRANA SERVICE OR THE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
4. Entire Agreement. The Terms constitute the entire agreement between you and Prana Cap relating to the subject matter herein and supersede all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. You cannot change these Terms. The Terms shall not be modified except in a writing, provided Prana Cap may modify, amend, revise or otherwise change the Terms without your consent by providing you prior written notice. Your continued use of the Prana Service shall constitute your affirmative consent to the modification, amendment, revision or change to the Terms.
5. Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
6. Waiver. No waiver of any provision or any right granted hereunder shall be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
7. Independent Contractor. You agree that no joint venture, partnership, employment or agency relationship exists between you and Prana Cap as a result of the Terms or use of the Prana Service.
8. Assignment. The Terms, and any rights and licenses granted here under, may not be transferred or assigned by you without the express written consent of Prana Cap, but they may be assigned by Prana Cap without restriction. Any assignment attempt in violation of the Terms shall be null and void.
9. Severability. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
10. Choice of Law; Forum. The Terms shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Without limiting this Section, to the extent any dispute under the Terms is adjudicated in a court of law or equity arising out of or relating to the Terms or the Prana Service, such suit shall be filed only in the state or federal courts in and for New York, New York. You hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
11. Notice. Prana Cap may provide you with notices, including those regarding changes to the Terms, by email, regular mail or postings on the Prana Service. If notice is by email or mail, it will be provided to the email or regular mailing address provided by you or that Prana Cap has on record, and it is your responsibility to update such information for any changes. Notice to you will be deemed given 24 hours after an email is sent and if through postal mail, 36 hours after the date of mailing. You may provide Prana Cap with notices only by mail or email to its address as provided below:
Prana Cap Incorporated
19 Morris Ave.
Brooklyn, NY 11205
Attn: CUSTOMER SERVICE
12. Notifications. You hereby expressly consent to be contacted by us in any way, including SMS messages (including text messages) and calls and messages delivered using an automated telephone dialing system or an automated texting system at the telephone number provided by you in connection with the Prana Service, any other number subsequently provided by you or any number at which we reasonably believe we can reach you. You consent to receive SMS messages (including text messages), calls and messages (including autodialed calls) from us, our agents, representatives, affiliates or anyone calling on our behalf for any purpose in connection with the Prana Service. You represent that you are the owner or authorized user of any telephone number you provide. You represent that you are permitted to receive calls and/or messages at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number.
You understand and acknowledge that your carrier may charge fees for communications via text messaging, internet or telephone. Any and all fees are your sole responsibility. You also understand and agree that consent is not required as a condition of receiving credit.
Prana Cap reserves the right to contact you directly in connection with your use of the Prana Services or participation in a Prana Circle, including for purposes of a fraud investigation or risk management.
You may revoke your consent to receive communications via text at any time by texting “STOP” in response to the SMS received or by emailing us at firstname.lastname@example.org.