UPDATED JANUARY 25, 2024

Terms of Use

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “User(s)”) and MakePrisms Inc., a Delaware corporation, (“Prism”, “we”, “us”, or “our”), concerning your access to and use of the Services, not only through www.makeprisms.com and any applications developed by MakePrisms Inc. (collectively, the “Website”) but also through any external applications where the Services are embedded or utilized. The service offered by Prism involves the facilitation in various applications of the creation of payment requests and invoice requests and sending these requests via various messaging protocols, enabling real-time single or multiparty payments to be completed by third-party wallets or nodes, and allowing you to see your payments’ status and history (the “Services”). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Services after the date such revised Terms of Use are posted. If at any time you do not agree to the Terms of Use as they exist or are modified, you are expressly prohibited from using the Services.

The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Services.

INTELLECTUAL PROPERTY RIGHTS

The Services are the property of Prism alone and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of the Website of the Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. No part of the Website or the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever.

Provided that you are eligible to use the Website and the Services, you are hereby granted a limited license to access and use the Website and the Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for its intended use, as authorized by Prism and in accordance with these Terms of Use. We reserve all rights not expressly granted to you in and to the Website, the Services, the Content and the Marks.

USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the the Services; (5) you will not use the Services for any illegal or unauthorized purpose; and (6) your use of the Services will not violate any applicable law or regulation.

If you breach any of the foregoing representations or warranties, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

USER REGISTRATION

You may be required to register to access the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

FEES AND PAYMENT

Use of the Services thereby may incur fees which are subject to change from time to time.

NONCUSTODIAL AGREEMENT

Prism is a noncustodial platform. This means that Prism does not operate any Bitcoin wallet or node infrastructure to custody users’ funds, keep backups or copies of your passwords, seed phrases, or any other material that would allow access to our user’s wallet or node. Because of this, in no way can we assist in the event of losing a seed phrase or losing a password to a node. By using the Services, you agree to keep full copies of all sensitive material in case of any kind of failure, regardless of the type of failure. Prism takes no responsibility for you losing any of these materials, and you hereby release and hold harmless Prism from any liability resulting from loss.

Prism relies on third-party wallets and nodes to receive and process any requests and therefore complete any payments. Prism takes no responsibility for failed, stuck or delayed payments and any incorrect payment status or history that may be the result of a wallet or node incorrectly relaying a message to Prism, and you hereby release and hold harmless Prism from any liability resulting from loss. 

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available.

As a user of the Services, you agree not to:

●      Retrieve data or Content from the Services (other than your own) to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

●      Make any unauthorized use of the Services, including collecting usernames or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;

●      Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the the Services and/or the Content contained therein;

●      Engage in unauthorized framing of or linking to the Services;

●      Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive information;

●      Make improper use of our support services or submit false reports of abuse or misconduct;

●      Engage in any automated use of the Services, or using any data mining, robots, or similar data gathering and extraction tools, except in connection with your authorized use of the API;

●      Interfere with, disrupt, or create an undue burden on the Services;

●      Attempt to impersonate another user or person or use the username of another user;

●      Use any information obtained from the Services in order to harass, abuse, or harm another person;

●      Use the Services as part of any effort to compete with us;

●      Copy, adapt, decipher, decompile, disassemble, or reverse engineer any of the software of the Services;

●      Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion thereof;

●      Harass, annoy, intimidate, or threaten any of our employees or agents;

●      Delete the copyright or other proprietary rights notice from any Content;

●      Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other harmful material that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services;

●      Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

●      Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software;

●      Disparage, tarnish, or otherwise harm, in our opinion, us, and/or the Services;

●      Use the Services in a manner inconsistent with any applicable laws or regulations;

SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the use of the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the provision of the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy at www.makeprisms.com/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Website is hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use will remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR VIOLATION OF ANY APPLICABLE LAW OR REGULATION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of  the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the the Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use Dispute brought by either you or us you and we will first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon delivery of written notice from one of us to the other.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in California, USA. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute will be commenced or prosecuted in the state and federal courts located in California, USA, and you and we hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect thereto. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. ALL PARTIES EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT OF ANY APPLICABLE LAWS.

In no event will any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose.

Exceptions to Informal Negotiations and Arbitration

The following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, your or our intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY APPLICATIONS OR PLATFORMS WHEREIN THE SERVICES ARE EMBEDDED OR UTILIZED. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE OPERATION, CONTENT, OR FUNCTIONALITY OF ANY THIRD-PARTY APPLICATIONS OR PLATFORMS THAT INCORPORATE OR USE THE SERVICES. FURTHER, WE ARE NOT A PARTY TO, NOR DO WE MONITOR, ANY TRANSACTIONS OR INTERACTIONS THAT OCCUR BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES THROUGH THESE APPLICATIONS OR PLATFORMS. YOUR USE OF SUCH THIRD-PARTY APPLICATIONS AND SERVICES IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH APPLICATIONS AND SERVICES. PRISM MAKES NO GUARANTEE THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY APPLICABLE LAW OR REGULATION.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

We are not responsible for loss of assets due to customer error. These include, but are not limited to, loss of private keys.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your use of the Services. We reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to promptly notify you of any claim, action, or proceeding which is subject to this indemnification.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Website or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay, or failure to act as a result of any act or event which occurs and is beyond our reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, epidemic, pandemic or any unforeseen change in circumstances, or any other causes beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to receive further information regarding use of the Services, please contact us at:

contact@makeprisms.com