Terms of service (player)
You can acquire Smartscript playback licenses ("Playback Licences") on our Services for free or for a charge, either of which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and Prospero. By placing an order with us, you agree to these Terms of Service.
Prospero acts as the merchant of record for each Transaction; this means that you acquire the Playback Licence from Prospero, but it’s licensed by the Smartscript author ("Producer", as defined below). Prospero will charge your payment method (such as your credit card, debit card, or any other methods available) for any paid Transactions, including any applicable taxes according to the tax jurisdiction in which the Transaction has taken place. All paid Transactions are handled by Stripe, our Payment Facilitator, and are subject to Stripe's Terms of Service at https://stripe.com/gb/checkout/legal.
You agree to the receipt of all invoices in an electronic format, which includes email. Playback Licence prices may change at any time and price changes are at the discretion of the Producer of the Smartscript. If technical problems prevent or unreasonably delay delivery of Playback Licence, your exclusive and sole remedy is either replacement of the Playback Licence or refund of the price paid, as determined by Prospero. When providing us with your information, you must ensure that it is up-to-date and accurate. Prospero will not be responsible for the event of non-receipt of a product due to incorrect information being provided. We reserve the right not to fulfill and to cancel orders if we’re unable to obtain payment authorisation from the issuer of your payment card.
From time to time, Prospero may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Prospero to counterclaim the refund.
Buyer Refund Policy
Playback Licence purchases are exempt from refunds, but requests for refunds can be made to Prospero and may be provided at the sole discretion of Prospero and on a case-by-case basis. Refunds will only be investigated where:
Purchase errors have been made due to Service outages
We find no evidence that the product has been consumed or benefitted from
The ability to run the software is not due to hardware issues or operator error
Additional Prospero Terms
Playback License of Prospero Smartscript
Playback Licenses are provided to you by Prospero on behalf of Smartscript creators (“Producers”) with Prospero acting as merchant of record and licensing the Smartscript playback from the Producer. Smartscript playback licensed by a Producer is hereby defined as “Third Party Software.”
If you’re dissatisfied with Third Party Software, then your exclusive and sole remedy is either replacement of the Playback Licence or refund of the price paid, as determined by Prospero's Playback Licence maintenance and support.
Prospero is responsible for providing first tier aftersales support to you, this includes billing and order-related support. Producers are responsible for providing all other maintenance and support for Third Party Services.
Miscellaneous terms applicable to all services
Definition of Prospero
Prospero means prospero.digital (“Prospero”), a website by C&T (Collar & Tie Ltd).
Contract Changes
Prospero reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be communicated to you and if accepted, will be effective immediately and will be incorporated into this Agreement. In the event you refuse to accept such changes, Prospero will have the right to terminate the Agreement.
Third party materials
Prospero is not responsible or liable for third party materials included within or linked from the Smartscript or the Services.
Intellectual Property
You agree that the Services, including but not limited to Smartscripts, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Prospero and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Smartscript in any manner, and you shall not exploit the Services in any manner not expressly authorised.
The Prospero name, the Prospero logo and other Prospero trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Prospero in the U.K. and other countries throughout the world. No right or licence with respect to any of the aforesaid trademarks will be granted.
Copyright notice
If you believe that any Smartscripts available through Prospero's Services infringe a copyright claimed by you, please contact Prospero at info@prospero.digital.
Termination and suspension of Services
If you fail, or Prospero suspects that you have failed, to comply with any of the provisions of this Agreement, Prospero may, without notice to you: (i) terminate this Agreement, and you will remain liable for all amounts due up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services. Prospero further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Prospero will not be liable to you or to any third party should it exercise such rights. To the extent possible, Prospero will warn you in advance of any modification, suspension or discontinuance of the Service. Termination of the Service will not affect the Playback Licenses that you have already acquired.
Where Prospero suspects that fraudulent activities are being conducted by you, we have the right to cancel and block your usage of our service without notice. Prospero may also liaise with relevant authorities for law enforcement and financial crime prevention reasons and pass your details on to authorities should evidence be found confirming malicious or fraudulent activity.
Disclaimer of warranties; liability limitations
a. Prospero will provide the Services with reasonable care and skill. Prospero does not make any other promises or warranties about the Services and in particular does not warrant that:
(i) the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion which shall be events of Force Majeure, and Prospero disclaims any liability relating thereto.
b. Except as set out in (d) below, or in the event that you’re exercising any applicable statutory right to refund or compensation, in no case shall Prospero, its directors, officers, employees, affiliates, agents, contractors, or Producers be liable for any loss or damage caused by Prospero, its employees or agents where:
(i) there is no breach of a legal duty of care owed to you by Prospero or by any of our employees or agents;
(ii) it is not a reasonably foreseeable result of any such breach;
(iii) any increase in loss or damage results from breach by you of any term of this Agreement;
(iv) it results from a decision by Prospero to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Service, or to take any other action during the investigation of a suspected violation or as a result of Prospero’s conclusion that a violation of this Agreement has occurred; or
(v) it relates to loss of income, business or profits, or any loss of data or corruption of data in connection with your use of the Services.
c. Prospero shall use reasonable efforts to protect information submitted by you in connection with the Services including from fraudulent use.
d. Nothing in this Agreement removes or limits Prospero’s liability for fraud, gross negligence, wilful misconduct, or for death or personal injury.
e. If you breach this Agreement, you will be liable to Prospero, its directors, officers, employees, affiliates, agents, contractors, and Producers for any claim arising out of your breach. You will also be liable for any action taken by Prospero as part of its investigation of a suspected violation of this Agreement, or as a result of its findings or decision that a violation of this Agreement has occurred.
Governing law
Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Prospero, and all Transactions on the Services shall be governed by the laws of the England and Wales.
Other provisions
This Agreement constitutes the entire agreement between you and Prospero and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Prospero. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content, third party software, or additional services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Prospero’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Prospero will not be responsible for failures to fulfil any obligations due to causes beyond its control.
You agree to comply with all national laws and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No Prospero employee or agent has the authority to vary this Agreement. Prospero may notify you with respect to the Services by sending an email message to your email address or by posting notice of the changes on our Website. Notices shall become effective immediately. Prospero may also contact you by email or push notification to send you additional information about the Services.
You hereby grant Prospero the right to take the steps Prospero believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Prospero has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Prospero believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Prospero’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights). Children under the age of 13 should review this Agreement with their parent or guardian to ensure that the child and parent or legal guardian understand it.
