Terms of service (producer)
Thank you for using Prospero (“Prospero”, “we”, “us”, “our”). These Terms and Conditions (“Terms”) are applicable to the prospero.digital website (the "Service"), owned and operated by Prospero.
As a "Producer" you are granted enhanced access to the Service subject to payment. The access level chosen (your "Producer Plan") is paid for annually and assigned to your user account as a "Subscription".
We reserve the right to change or withdraw features, specifications, services and content of a Producer Plan at any time, without notice to you. As a Producer, by using the Service or accessing any content or material that is made available by Prospero or its users through the Service, you understand and agree to accept and adhere to the following terms and conditions as stated herein.
Your agreement with us includes these Terms, our Acceptable Use Policy and our Privacy Policy. The Terms, the Acceptable Use Policy, Privacy Policy, and any additional terms or agreements that you have agreed to are referred to as the “Agreements”. If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on Prospero’s website.
Please read the Agreements carefully as they contain important information about the Service provided to you and any fees and charges applicable to the Service. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Service or consume any information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’).
You promise that your registration information, payment details and any other information that you submit to us are true, accurate, and complete, and you agree to keep it that way at all times. If you have provided incorrect or inaccurate information, you should return to the log-in screen or correct such information in your account settings. You promise that no other person shall be allowed to use or access your account, or in any other way make use of the rights conferred to you pursuant to the agreements.
Responsible use and conduct
By visiting our Service and accessing the Resources, you agree to use these Resources only for the purposes intended as permitted by:
these Terms
our Acceptable Use Policy
applicable laws, regulations and generally accepted online practices or guidelines
referred to henceforth as “Acceptable Use”.
Our current Acceptable Use Policy is available here: https://prospero.digital/policies/hG5P4kp7qrJAJWgA5. We reserve the right to change the Acceptable Use Policy at any time without notice.
You understand and agree that in the event of a violation of Acceptable Use we may immediately terminate or suspend your Prospero account.
Changes to the Agreements
We reserve the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review the Terms periodically to familiarise yourself with any modifications. In the event of material changes to the Terms, we will notify you before these new Terms apply to you, by issuing notice accessible through your use of the Service. Please therefore make sure you read any such notice carefully. Your continued use of the Service after such modifications will constitute acknowledgment and agreement of the modified Terms. If you do not wish to continue using the Service under the new version of the Terms, you may terminate your account by contacting us.
Trials
We may, at our own sole discretion, offer trials of Subscriptions for a specified period without payment or at a discounted rate (a “Trial”). We reserve the right to revoke the Trial and put your account on hold in the event that we determine that you are not eligible.
Payments, cancellations, upgrades
Payments and cancellations
Subscriptions can be purchased directly from Prospero, or through a separate agreement with Prospero.
If you have signed up for a Subscription, you will be charged for one year’s subscription fee in advance upon expiry of any Trial. The Subscription and the payment to Prospero will automatically renew at the end of the annual subscription period, unless you disable auto renewal through your subscription settings on your Producer page before the end of the current annual subscription period.
If you cancel your Subscription, the cancellation will take effect on the day after the last day of the current subscription period, after which Producer account and Smartscripts will be disabled. We will not refund any subscription fees already paid to us.
Prospero may change the price for the Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Prospero Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Subscription prior to the price change going into effect.
We do not provide any refunds if the price for a Subscription drops, or if we offer subsequent promotional pricing or change the content or features of a Producer Plan.
Upgrades and downgrades
You may at any time upgrade or downgrade your Subscription to a different Producer Plan:
If you have downgraded your monthly Subscription to a lower Producer Plan, such downgrade will take effect on the day after the last day of the current subscription period.
If you have upgraded your monthly Subscription to a higher Producer Plan, such upgrade will take effect immediately subject to payment of the upgrade fee.
Taxes
Prices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you have purchased your Subscription, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of the transaction.
Licensed rights
The Prospero Service and the Resources are the property of Prospero or Prospero’s licensors. We grant you a limited, non-exclusive, revocable license to make use of the Prospero Service for non-commercial, educational and/or entertainment use of the Service (the “License”). This License shall remain in effect until and unless terminated by you or Prospero. You promise and agree that you are using the Service and the Resources for non-commercial, educational and/or entertainment purposes and that you will not broadcast the Service or the Resources. For the avoidance of doubt, you may not charge any fees or require any payment as part of your use of the Service or the Resources. If you have signed up for a Subscription, you may also use the Service for certain commercial purposes if and to the extent permitted in accordance with the applicable Producer Plan specified in your Prospero account, conf. section 4.2. Except for the rights expressly granted to you in these Agreements, Prospero grants no right, title, or interest to you in the Prospero Service or Resources.
The Prospero software applications and the Resources are licensed, not sold, to you, and Prospero and its licensors retain ownership of all copies of the Prospero software applications and Resources even if you have downloaded such Resources to your personal computers, mobile handsets, tablets, and/or other relevant devices.
All Prospero trademarks, service marks, trade names, logos, domain names, and any other features of the Prospero brand (“Prospero Brands”) are the sole property of Prospero or its licensors. The Agreements do not grant you any rights to use any Prospero Brand for any purpose, whether for commercial or non-commercial use.
Third Party Applications
The Prospero Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Prospero does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
User-Generated Content
The Prospero Service is based on user content and relies on users contributing content to the Service, including without limitation pictures, video, text, messages, information, user feedback and any other content (“User Content”). You hereby grant to Prospero a perpetual (or, for as long as permitted under applicable agreements or law) license to make available to the public (e.g. perform or display), publish and distribute any of your User Content you have made available to the public in connection with the Service. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content.
You promise that, with respect to any User Content you post on Prospero, (1) you have all rights necessary to upload such User Content to the Prospero Service and to grant the above license to Prospero, and (2) such User Content, or its use by Prospero as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Prospero or any rights holder without express written consent from such individual or entity.
Prospero may review, monitor, edit or remove User Content in our sole discretion, but is under no obligation to do so. In all cases, Prospero reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Prospero’s sole discretion, violates the Agreements. Prospero may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that have published on Prospero. Prospero does not endorse the correctness of the User Content or any opinion contained in any User Content. You will, to the greatest possible extent permissible under applicable law, indemnify and hold Prospero and its licensors harmless from and against any third party claim asserting that the User Content violates any third party rights or applicable laws, regulations or legal requirements anywhere in the world, including any loss, costs and expenses arising out of such third party claim.
DMCA and User Content reporting
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that material available in the Service infringes your copyright, you (or your agent) may send to Prospero a written notice by mail or e-mail, requesting that Prospero removes such material or blocks access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Prospero a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Please note that Prospero may, in appropriate circumstances, terminate or suspend users and account holders who are repeat infringers. Notwithstanding the foregoing, Prospero may in its sole discretion take such actions as it deems fit in order to protect the intellectual property rights of any intellectual property owner, including but not limited to removing User Content.
Organisations
If you establish a Prospero account on behalf of a company, organisation, entity, or brand (an “Organisation”, and such account an “Organisation Account”), the terms “you” and “your”, as used throughout the Agreements, apply to both you and the Organisation, as applicable.
If you open an Organisation Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Organisation to the Agreements.
Account security
As creator of your Prospero account you have access and control over the Prospero account and the devices that are used to access the Service. To maintain control over the account and to prevent anyone from accessing the account, you should maintain control over the devices that are used to access the Service and not reveal the password nor any payment details associated with your account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. You are also responsible for preventing unauthorized access and use of your account by any other than you. We can terminate your account or place your account on hold in order to protect you, Prospero or our partners from conducting or attempting to conduct identity theft or other fraudulent activity.
Term and termination
The Agreements will continue to apply to you until terminated by either you or Prospero. You may terminate the Agreements at any time. Prospero may terminate the Agreements or suspend your access to the Prospero Service at any time, including in the event of your actual or suspected unauthorised use of the Prospero Service and/or Resources, or non-compliance with the Agreements. If you or Prospero terminate the Agreements, or if Prospero suspends your access to the Prospero Service, you agree that Prospero shall have no liability or responsibility to you and Prospero will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
You hereby acknowledge and agree that the perpetual license granted to Prospero by you in relation to User Content will continue after expiry or termination of any of the Agreements for any reason.
Warranty and disclaimer
Although Prospero will endeavor to provide the Prospero Service in the best possible way without interruptions, you understand and agree that the Prospero Service is provided “as is” and “as available”, without any express or implied warranty, condition or assurance of any kind. This means that we do not represent or warrant to you that:
the use of the Prospero Service and the Resources will meet your needs or requirements.
the use of the Prospero Service and the Resources will be uninterrupted, timely, secure or free from errors.
the information obtained by using the Prospero Service and the Resources will be accurate or reliable, or any defects in the operation or functionality of Prospero Service or any Resources we provide will be repaired or corrected.
You are using the Prospero Service and the Resources at your own risk and for your own account. Any Resources downloaded or otherwise obtained through the use of the Prospero Service is done at your own discretion and risk, and you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such Resources. Prospero and all owners of the Resources make no representations and disclaim any warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. Neither Prospero, its licensors, partners nor any owner of Resources warrants that the Prospero Service is free of malware or other harmful components. In addition, Prospero makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the resources thereof), User Content, or any other product or service offered by a third party on or through the Prospero Service or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that Prospero is not responsible or liable for any communication between users or any transaction between you and third party through the Prospero Service. No information or advice, whether expressed, implied, oral or written, obtained by you from Prospero AS or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in these Terms.
This section shall apply to the greatest possible extent permitted under applicable law.
Limitation
YOU HEREBY AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROSPERO SERVICE IS TO UNINSTALL ANY PROSPERO SOFTWARE AND TO STOP USING THE PROSPERO SERVICE. WHILE PROSPERO ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE RESOURCES THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROSPERO, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE RESOURCES THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROSPERO, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROSPERO SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROSPERO HAS BEEN MADE AWARE OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROSPERO SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROSPERO FOR THE PRECEDING TWELVE MONTHS PRIOR TO THE RELEVANT LIABILITY AROSE, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits Prospero’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
Miscellaneous
Indemnification
You agree to indemnify and hold harmless Prospero and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms. In such event, you shall provide us with such cooperation as is reasonably requested by us.
Entire agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Prospero, the Agreements constitute all the terms and conditions agreed upon between you and Prospero and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Severability and waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Prospero or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Prospero’s or the applicable third party beneficiary’s right to do so.
Assignment
Prospero may assign the Agreements or any part of them, and Prospero may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify and hold Prospero harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Prospero Service; and (4) your violation of any law or the rights of a third party.
Governing Law / Jurisdiction
The Service is controlled by Prospero from our offices located in Worcester, UK. They can be accessed by most countries around the world. As each country has laws that may differ from those of the UK, by accessing our Service, you agree that the statutes and laws of the UK, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Service and the purchase of any products or services through the Service.
Furthermore, any action to enforce this User Agreement shall be brought in the courts located in Worcester, UK. You hereby agree to the jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
