# Terms of Service

Last updated: August 1, 2023

Thank you for using ProsperCircle.com operated by OpenProsper, Inc. OpenProsper, Inc. is Delaware registered C-Corp. based in New York, NY, United States. When we say ”company”, “we”, “our”, “us”, ”service” or ”services” in this document, we are referring to OpenProsper, Inc.&#x20;

We may update these Terms of Service in the future. Whenever we make a significant change to our policies, we will also announce them on our [website](https://www.prospercircle.com). When you use our service, now or in the future, you are agreeing to the latest Terms of Service. That’s true for any of our existing and future products and all features that we add to our service over time. There may be times when we do not exercise or enforce any right or provision of the Terms of Service; in doing so, we are not waiving that right or provision. These terms do contain a limitation of our liability.&#x20;

Our [Data Processing Agreement (DPA)](https://prospercircle.gitbook.io/legal/privacy-policy) under the European General Data Protection Regulation (GDPR) forms part of these Terms of Service. If you do not agree to these Terms of Service, do not use this service. Violation of any of the terms below may result in the termination of your account.

#### Account on ProsperCircle.com <a href="#account-on-moonpad.io" id="account-on-moonpad.io"></a>

* You are responsible for maintaining the security of your account and password. ProsperCircle.com cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
* You are responsible for any activity that occurs under your account (even by others who have their own logins under your account).
* You may not use our service for any illegal purpose or to violate any laws in your jurisdiction.
* You must provide your full legal name and a valid email address in order to complete the paid account subscription process.
* You must be a human. Accounts registered by bots or other automated methods are not permitted.

#### Payment, refunds, upgrading, and downgrading your account and subscription on ProsperCircle.com. <a href="#payment-refunds-upgrading-and-downgrading-your-account-and-subscription-on-moonpad.io." id="payment-refunds-upgrading-and-downgrading-your-account-and-subscription-on-moonpad.io."></a>

* Users can sign-up for ProsperCircle.com and use parts of the service for free. We do not ask you for your credit card when you sign-up. If you decide to upgrade to a paid plan, you need to pay in advance to start using the paid service.&#x20;
* If you are upgrading from a free trial to a paid plan, we will charge you immediately and your billing cycle starts on the day of the upgrade.
* Paying customers are billed automatically via credit card or PayPal or any other valid payment mechanism we enable on our payment processor.
* Your paid plan also comes with usage limits, especially as it relates to AI usage.&#x20;
* If you exceed the AI usage, you will be able to buy additional AI usage credits to continue using those tools.
* You can upgrade or downgrade in plan level at any time within your account settings. Downgrading your plan may cause the loss of features or capacity of your account. We do not accept any liability for such loss.
* Our payment process is conducted by our payment processor Lemon Squeezy. Lemon Squeezy provides customer service inquiries and handles returns. All fees are inclusive of all taxes, levies, or duties imposed by taxing authorities. Lemon Squeezy will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities. See [Lemon Squeezy's Terms of Service](https://www.lemonsqueezy.com/terms) for details.
* Fees paid hereunder are non-refundable.

#### Cancellation and termination <a href="#cancellation-and-termination" id="cancellation-and-termination"></a>

* You are solely responsible for properly canceling your account. An email to cancel your account is not considered cancellation. You must cancel the subscription from ProsperCircle.com platform.
* If you cancel the service before the end of your current paid up period, your cancellation will take effect at the end of the current billing cycle, and you will not be charged again.&#x20;
* We reserve the right to suspend or terminate your account and refuse any and all current or future use of the service for any reason at any time. Such termination of the service will result in the deactivation or deletion of your account or your access to your account and site stats. OpenProsper, Inc. reserves the right to refuse service to anyone for any reason at any time. We do not wish to enforce this clause, however, in extreme cases, we need to cancel the account to protect our product and company.

Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any service customer, company employee, or officer may result in immediate account termination.

#### Modifications to the service and prices <a href="#modifications-to-the-service-and-prices" id="modifications-to-the-service-and-prices"></a>

* We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the service with or without notice.
* Sometimes we change the pricing structure for our products. If we do so, we will give at least 30 days' notice and will notify you via the email address on record. We may also post a notice about changes on our blog or the affected services themselves.
* We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the service.

#### Content ownership, copyright, and trademark <a href="#content-ownership-copyright-and-trademark" id="content-ownership-copyright-and-trademark"></a>

* You are solely responsible for any content and other material that you submit, publish, transmit, email, or display on, through, or with the service.
* We claim no intellectual property rights over the material you provide to the service. All of your personal data remains yours.
* You may provide us with feedback, suggestions, and ideas about the service. You agree that we own all rights to use and incorporate the feedback you provide in any way, including in future enhancements and modifications to the service, without payment or attribution to you.
* You must not modify another website so as to falsely imply that it is associated with ProsperCircle.com. The look and feel of the service is copyright© to ProsperCircle.com. All rights reserved. “ProsperCircle”, “ProsperCircle.com”, the ProsperCircle.com logo, and any other product or service name or slogan displayed on the service are trademarks of the company and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the company or the applicable trademark holder. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the service, use of the service, or access to the service without the express written permission of the company.

#### Privacy and security of your data <a href="#privacy-and-security-of-your-data" id="privacy-and-security-of-your-data"></a>

* We take many measures to protect and secure your data through backups, redundancies, and encryption. You agree that ProsperCircle.com may process your data as described in our data policy and for no other purpose.
* Each party agrees to handle the other party’s data in accordance with

1. all applicable laws; and
2. privacy and security measures reasonably adequate to preserve the other party data’s confidentiality and security.

* You own all rights, titles, and interests in your data. We obtain no rights from you to your personal data. We will never sell or share your personal data with any third parties without your consent.
* You agree to comply with all applicable laws, including all privacy and data protection regulations.
* You agree not to use the service to send sensitive information to the company where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to the company, any data subjects, or third-parties. Sensitive information includes but is not limited to credit card information, passport numbers, government-issued identification numbers, financial account information, real-time geolocation, and personally identifiable information (PII). PII is information that could be used on its own to directly identify, contact, or precisely locate an individual.

#### General conditions <a href="#general-conditions" id="general-conditions"></a>

* Your use of ProsperCircle.com is at your sole risk. The service is provided on an “as is” and “as available” basis. We do take the uptime of our application seriously.&#x20;
* We design our services with care based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that our services will meet your specific requirements or expectations.
* We also test all of our features extensively before shipping them. As with any software, our services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed, and we don’t guarantee completely error-free services.
* Technical support is provided by email. Email responses are provided on a reasonable effort basis without guaranteed response time.
* We, as humans, can access your data to help you with support requests you make and to maintain and safeguard ProsperCircle.com to ensure the security of your data and the service as a whole.
* We use third-party vendors to provide the necessary hardware, storage, payment processing, and related technology required to run the Services.

#### Liability <a href="#liability" id="liability"></a>

* You expressly understand and agree that we shall not be liable, in law or in equity, to you or to any third party for any direct, indirect, incidental, lost profits, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, income, goodwill, use, data or other intangible losses (even if the company has been advised of the possibility of such damages), resulting from:

1. the use or the inability to use the services;
2. the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the services;
3. unauthorized access to or alteration of your transmissions or data;
4. statements or conduct of any third party on the service; or
5. any other matter relating to this Terms of Service or the services, whether as a breach of contract, tort (including negligence, whether active or passive), or any other theory of liability.

#### Dispute resolution <a href="#dispute-resolution" id="dispute-resolution"></a>

* Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least ninety (90) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to OpenProsper, Inc. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to ProsperCircle.com. OpenProsper, Inc. address for such notices is 25 Park Row, 22C, New York - 10138.
* Binding Arbitration. If you and OpenProsper, Inc are unable to resolve a Dispute through informal negotiations, all claims arising from the use of the Service (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA 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](http://www.adr.org/). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $250, OpenProsper, Inc. might pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and OpenProsper, Inc. may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
* Exceptions to Alternative Dispute Resolution. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within Manhattan, New York with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
* Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Proceeding. You and OpenProsper, Inc. agree that any arbitration will be limited to the Dispute between OpenProsper, Inc. and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND OpenProsper, Inc ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and OpenProsper, Inc. otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
* Location of Arbitration. Arbitration will take place in New York, New York. You and OpenProsper, Inc. agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the New York state and Federal courts located in New York, NY have exclusive jurisdiction and you and OpenProsper, Inc. agree to submit to the personal jurisdiction of such courts.

Contact us if you have a question about any of the Terms of Service. Please email us at <salil@prospercircle.com> &#x20;
