Terms & Conditions

PLEASE READ THESE WEB SITE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

These terms of use (“Site Terms”) apply to your access to, and use of, the Web site of PriorityLab, LLC, located at login.prioritylab.com, prioritylab.com (the “Site”). These Site Terms do not alter in any way the terms and conditions of any other agreement you may have with the Company, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify the Company for violations of these Site Terms by you or others on behalf of such entity.

1. Copyright and Limited License
   Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, without limitation, the Company logo, and all designs, text, graphics, user interfaces, visual interfaces, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of the Company or its licensors or users and are protected by U.S. and international copyright laws and various other intellectual property rights. You are granted a limited, non-sublicensable license to access and use the Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Site Materials, provided that you (a) do not remove any proprietary notice language in any copies of such documents; (b) use such information for your own personal, non-commercial informational purposes; (c) do not copy, post, distribute or public display any Site Materials in any other media; (d) make no modifications to any such information; (e) do not use any data mining, robots or similar data gathering or extraction methods; (f) do not download (other than page caching) any portion of the Site, the Site Materials or any information contained therein, except as expressly provided on the Site; and (g) do not use the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
   
   
2. Copyrights and Trademarks
   The Company, the Company marks, logos and any other product or service name or slogan contained in the Site are trademarks of the Company and its suppliers or licensors, 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 may not use any metatags or any other “hidden text” utilizing the Company’s name, or any other name, trademark or product or service name of the Company without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/ or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
   
   
3. Hyperlinks
   You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray the Company or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Company logo or other proprietary graphic of the Company to link to this Site without the express written permission of the Company. Further, you may not frame or utilize framing techniques to enclose any Company trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without the Company’s express written consent. Except as set forth above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of the Company or any third party. The Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites linking to the Site.
   
   
4. Third Party Content
   The Company may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the “Third Party Content”). The Company does not endorse or adopt any Third Party Content, and the inclusion of any Third Party Content does not imply affiliation, endorsement or adoption by the Company of any site or any information contained therein. Further, the Company makes no guarantee as to its accuracy or completeness, or any claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party Web sites accessible from the Site, or Web sites linking to the Site. The Company does not represent or warrant the accuracy of any information contained in any third party Web site and undertakes no responsibility to update or review any Third Party Content. If you decide to use such Third Party Content or access a third party web site through the Site, you do so at your own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
   
   
5. Advertisements; Third-Party Products and Services
   The Company may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. The Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Company advertisers or third party information on the Site.
   
   
6. Submissions
   You acknowledge and agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Site, the Company or the Company’s products or services that are provided by you in the form of email or other submissions to the Company, or any postings on the Site are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
   
   
7. Press Releases
   The information contained within press releases issued by the Company should not be deemed accurate or current except as of the date the release was posted. The Company has no intention of updating, and specifically disclaims any duty to update, the information in the press releases.
   
   
8. Indemnification
   You agree to defend, indemnify and hold harmless the Company, its affiliates, independent contractors, service providers and consultants, and their respective directors, officers, employees and agents, from and against any actual or threatened suit, demand, claim, or action and any damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Site, (b) any Submissions you provide, (c) your violation of these Site Terms, (d) your violation of the rights of any third party, or (e) your conduct in connection with the Site.
   
   
9. Disclaimer
   EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE SITE, THE SITE MATERIALS CONTAINED THEREIN AND THE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE “SERVICES”) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, THE SITE MATERIALS, THE SERVICES, THE INFORMATION, CONTENT AND ALL OTHER MATERIALS IN THE SITE. NEITHER THE COMPANY NOR ITS AFFILIATES REPRESENT OR WARRANT THAT MATERIALS IN THE SITE, THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
   
   

• Limitation of Liability
  IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE CONTENT (INCLUDING BUT NOT LIMITED TO ANY THIRD PARTY CONTENT) OR THE SITE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE CMOPANY OR ITS AFFILIATES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S PROGRAMS OR SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY OR ITS AFFILIATED COMPANIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE SITE TERMS OR THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE SITE MATERIALS EXCEED $25.00. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
  
  
• Applicable Law; Venue
  These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Indiana applicable to agreements made and to be entirely performed within the State of Indiana without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in Hamilton County, IN and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.
  
  
• Termination
  Notwithstanding any of these Site Terms, the Company reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your future access to and use of the Site.
  
  
• Severability
  If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then such: (a) provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) provision will be void to the extent it is held to be invalid or unenforceable; (c) provision will remain in effect to the extent that it is not invalid or unenforceable; and (d) invalidity or unenforceability will not affect any other provision of these Site Terms.
  
  
• Modifications
  The Company reserves the right to change or modify any of the terms and conditions contained in the Site Terms, any policy or guideline of the Site, and any and all content contained in the Site or Services offered through the Site at any time without notice and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications. You should frequently review the Site Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.