Terms and Conditions
Last updated February 25, 2025
AGREEMENT TO OUR LEGAL TERMS
We are Priori (“Company,” “we,” “us,” “our”) , a company registered in
Delaware, United States at 8 THE GRN STE B, DOVER, DE 19901. We operate the mobile application
Priori (the “App “), as well as any other related products and services that refer or link to these legal terms
(the “Legal Terms “) (collectively, the “Services “).
Priori gamifies personal growth by breaking down priorities into actionable steps and seamlessly
integrating them into a user’s calendar. You can contact us by phone at 3019575335 , email at
will@priori.life , or by mail to 1332 Hornblend St., San Diego, CA 92109, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on
behalf of an entity (“you”), and Priori, concerning your access to and use of the Services. You agree that
by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal
Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, 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 Services 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 Legal Terms from time to time. We will alert you about any
changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive
specific notice of each such change. It is your responsibility to periodically review these Legal Terms 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 Legal Terms by your continued use of the Services after the
date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not
permitted to use or register for the Services. We recommend that you print a copy of these Legal Terms
for your Records.
Table of Contents
1.
OUR SERVICES
The information provided when using 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 which 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.
The Services are not tailored to comply with industry-specific regulations(Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your
interactions would be subjected to such laws, you may not use the Services. You may not use the
Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2.
INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source
code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in
the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained
therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various
other intellectual property rights and unfair competition laws) and treaties in the United States and around
the world. The Content and Marks are provided in or through the Services “AS IS” for your personal,
non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section
below, we grant you a non-exclusive, non-transferable, revocable license to:
access the Services; and download or print a copy of any portion of the Content to which you have
properly gained access, solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of 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, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or
elsewhere in our Legal Terms, please address your request to: will@priori.life . If we ever grant you the
permission to post, reproduce, or publicly display any part of our Services or Content, you mus identify us
as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary
notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not
expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and
your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our
Services to understand the (a) rights you give us and (b) obligations you have when you post or upload
any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other
information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in
such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and
dissemination for any lawful purpose, commercial or otherwise, without acknowledgement or
compensation to you.
Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message
boards, online forums, and other functionality during which you may create, submit, post, display,
transmit, publish, distribute, or broadcast content and materials to us or through the Services, including
but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating
suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly
posted shall also be treated as a Contribution. You understand that Contributions may be viewable by
other users of the Services.
When you post Contributions, you grant us a license (including use of
your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted,
unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and
license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform,
publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including,
without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to
prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the
licenses granted in this section. Our use and distribution may occur in any media formats and through any
media channels.
This license includes our use of your name, company name, and franchise name, as applicable, and any
of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending us submissions and/or posting
Contributions through any part of the Services or making Contributions accessible through the Services
by linking your account through the Services to any of your social networking accounts, you:
Confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send,
publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal,
harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any
person or group, sexually explicit, false, inaccurate, deceitful, or misleading; to the extent permissible by
applicable law, waive any and all moral rights to any such Submission and/or Contribution; warrant that
any such Submission and/or Contributions are original to you or that you have the necessary rights and
licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the
above-mentioned rights in relation to your Submissions and/or Contributions; and warrant and represent
that your Submissions and/or Contributions do not constitute confidential information. You are solely
responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any
and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s
intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we
shall have the right to remove or edit any Contributions at any time without notice if in our reasonable
opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit
any such Contributions, we may also suspend or disable your account and report you to the authorities.
3.
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 Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will
not access the Services through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of
the Services will not violate any applicable law or regulation. If you provide any information that is untrue,
inaccurate, not current, or incomplete, 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).
4.
USER REGISTRATION
You may be required to register to use 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.
5.
PURCHASES AND PAYMENT
We accept the following forms of payment:
- Visa
- Mastercard
- American Express
- Discover
- PayPal
- ApplePay
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit
or cancel quantities purchased per person, per household, or per order. These restrictions may include
orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders
that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
6.
SUBSCRIPTIONS
Billing and Renewal
Your subscription will continue and automatically renew unless canceled. You consent to our charging
your payment method on a recurring basis without requiring your prior approval for each recurring charge,
until such time as you cancel the applicable order. The length of your billing cycle is monthly, 6 month or
annual.
Free Trial
We offer a 14-day free trial to new users who register with the Services. The account will be charged
according to the user’s chosen subscription at the end of the free trial.
Cancellation
All purchases after the free trial are non-refundable. You can cancel your subscription at any time by
logging into your account. Your cancellation will take effect at the end of the current paid term. If you have
any questions or are unsatisfied with our Services, please email us at will@priori.life .
Fee Changes
We may, from time to time, make changes to the subscription fee and willcommunicate any price changes
to you in accordance with applicable law.
7.
PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services
available. The Services may not be used in connection with any commercial endeavors except those that
are specifically endorsed or approved by us. As a user of the Services, you agree not to: Systematically
retrieve data or other content from the Services to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission from us. Trick, defraud, or mislead us and
other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including
features that prevent or restrictthe use or copying of any Content or enforce limitations on the use of the
Services and/or the Content contained therein. Disparage, tarnish, or otherwise harm, in our opinion, us
and/or the Services. Use any information obtained from the Services in order to harass, abuse, or harm
another person. Make improper use of our support services or submit false reports of abuse or
misconduct. Use the Services in a manner inconsistent with any applicable laws or regulations. Engage in
unauthorized framing of or linking to the Services. Upload or transmit (or attempt to upload or to transmit)
viruses, Trojan horses, or other material, including excessive use of capital letters and spamming
(continuous posting of repetitive text), 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. Engage in any automated use of the system, such as using scripts to
send comments or messages, or using any data mining, robots, or similar data gathering and extraction
tools. Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate
another user or person or use the username of another user. 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”). Interfere with, disrupt, or create an undue burden on the Services or
the networks or services connected to the Services. Harass, annoy, intimidate, or threaten any of our
employees or agents engaged in providing any portion of the Services to you. Attempt to bypass any
measures of the Services designed to prevent or restrict access to the Services, or any portion of the
Services. Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript,
or other code. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of the Services. 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 use or launch any unauthorized script or other software. Use a buying
agent or purchasing agent to make purchases on the Services. Make any unauthorized use of the
Services, including collecting usernames and/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. Use the Services as part of any effort to compete with us or otherwise use the Services
and/or the Content for any revenue- generating endeavor or commercial enterprise.
8.
USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums,
and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit,
perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not
limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal
information or other material (collectively, “Contributions”). Contributions may be viewable by other users
of the Services and through third-party websites. As such, any Contributions you transmit may be treated
as non-confidential and non-proprietary. When you create or make available any Contributions, you
thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading,
or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited
to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Services, and other users of the Services to use your
Contributions in any manner contemplated by the Services and these Legal Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or misleading. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legalsense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material thatviolates, any provision of these Legal Terms, or any applicable law or Regulation.
- Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
9.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services, you automatically grant, and you represent and
warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy,
reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly
display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions
(including, without limitation, your image and voice) for any purpose, commercial, advertising, or
otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and
grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media
formats and through any media channels. This license will apply to any form, media, or technology now
known or hereafter developed, and includes our use of your name, company name, and franchise name,
as applicable, and any of the trademarks, service marks, trade names, logos, and personal and
commercial images you provide. You waive all moral rights in your Contributions, and you warrant that
moral rights have not otherwise been asserted in your Contributions. We do not assert any ownership
over your Contributions. You retain full ownership of all of your Contributions and any intellectual property
rights or other proprietary rights associated with your Contributions. We are not liable for any statements
or representations in your Contributions provided by you in any area on the Services. You are solely
responsible for your Contributions to the Services and you expressly agree to exonerate us
from any and all responsibility and to refrain from any legal action against us regarding your
Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate
locations on the Services; and (3) to pre- screen or delete any Contributions at any time and for any
reason, without notice. We have no obligation to monitor your Contributions.
10.
GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must
comply with the following criteria: (1) you should have firsthand experience with the person/entity being
reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful
language; (3) your reviews should not contain discriminatory references based on religion, race, gender,
national origin, age, marital status, sexual orientation, or disability; (4) your reviews should
not contain references to illegal activity; (5) you should not be affiliated with
competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of
conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a
campaign encouraging others to post reviews, whether positive or negative. We may accept, reject, or
remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete
reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us,
and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not
assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting
a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable,
and sublicensable right and license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to review.
11.
MOBILE APPLICATION LICENSE
Use License
If you access the Services via the App, then we grant you a revocable, non- exclusive, non-transferable,
limited right to install and use the App on wireless electronic devices owned or controlled by you, and to
access and use the App on such devices strictly in accordance with the terms and conditions of this
mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by
applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or
decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or
derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your
access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the App; (5) use the App for any
revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or
intended; (6) make the App available over a network or other environment permitting access or use by
multiple devices or users at the same time; (7) use the App for creating a product, service, or software
that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to
send automated queries to any website or to send any unsolicited commercial email; or (9) use any
proprietary information or any of our interfaces or our other intellectual property in the design,
development, manufacture, licensing, or distribution of any applications, accessories, or devices for use
with the App.
Apple and Android Devices
The following terms apply when you use the App obtained from either the Apple Store or Google Play
(each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to
a non- transferable license to use the application on a device that utilizes the Apple iOS or Android
operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App
Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services
with respect to the App as specified in the terms and conditions of this mobile application license
contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that
each App Distributor has no obligation whatsoever to furnish any maintenance and support services with
respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you
may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and
policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by
applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the
App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US
government embargo, or that has been designated by the US government as a “terrorist supporting”
country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you
must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP
application, then you must not be in violation of their wireless data service agreement when using the
App; and (6) you acknowledge and agree that the App Distributors are third-party
beneficiaries of the terms and conditions in this mobile application license contained in these Legal
Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to
enforce the terms and conditions in this mobile application license contained in these Legal Terms against
you as a third-party beneficiary thereof.
12.
SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal
Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or
these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in
our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to
the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole
discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all
files and content that are excessive in size or are in any way burdensome to our systems; and (5)
otherwise manage the Services in a manner designed to protect our rights and property and to facilitate
the proper functioning of the Services.
13.
PRIVACY POLICY
We care about data privacy and security. By using the Services, you agree to be bound by our Privacy
Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the
Services are 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 expressly consent to have your data transferred to and processed
in the United States.
14.
TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING
ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE
SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY
REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF
ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN
THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU
POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 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 account, we reserve the right to take appropriate
legal action, including without limitation pursuing civil, criminal, and injunctive redress.
15.
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 Services. 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
Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the
Services or to supply any corrections, updates, or releases in connection therewith.
16.
GOVERNING LAW
These Legal Terms 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.
17.
DISPUTE RESOLUTION
Any dispute, claim, or controversy arising out of or relating to these Legal Terms or the Services
(collectively, a “Dispute”) shall be resolved exclusively through final and binding arbitration, rather than in
court. The arbitration shall be administered by the American Arbitration Association (AAA) under its
Commercial Arbitration Rules, with arbitration conducted in Kent, Delaware, or another location
determined solely by Priori. The Parties waive all defenses of lack of personal jurisdiction and forum non
conveniens with respect to venue.
The Parties further agree that:
- The arbitration shall be conducted by a single arbitrator selected by Priori.
- The arbitration shall be confidential, and neither Party may disclose its existence, content, or results without the other Party’s prior written consent, except as required by law.
- The arbitrator shall have no authority to award punitive, consequential, or incidental damages, and any such damages are expressly waived.
- Each Party shall bear its own costs and expenses, including attorneys’ fees, except that the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
- The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) shall not apply.
- Any claim related to the Services must be brought within one (1) year after the cause of action arose or be permanently barred.
18.
CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions,
including descriptions, pricing, availability, and various other information. We reserve the right to correct
any errors, inaccuracies, or omissions and to change or update the information on the Services at any
time, without prior notice.
19.
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’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS
LINKED TO THE SERVICES 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 SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR
SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/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 WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/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 DO NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY
WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR
IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
20.
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.
21.
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: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of
your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a
third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any
other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, 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 notify you of any such claim, action, or proceeding which is
subject to this indemnification upon becoming aware of it.
22.
USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that relates to
any activity you have undertaken using the Services. You agree that we shall have no liability to you for
any loss or corruption of any such data, and you hereby waive any right of action against us arising from
any such loss or corruption of such data.
By using Priori’s Services, you acknowledge and agree that any content you submit, create, or share
through the Services, including but not limited to goal selections, action completions, progress tracking,
personal insights, leaderboard participation, and community interactions (collectively, “User Content”),
may be collected, stored, displayed, and used by us in accordance with these Legal Terms and our
Privacy Policy.
You grant us a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable right to
use, reproduce, modify, adapt, publish, translate, distribute, and display your User Content for the
purposes of:
- Providing, personalizing, and improving the Services, including gamification features such as progress tracking, achievement badges, and leaderboard rankings;
- Aggregating anonymized data to generate insights, reports, or statistical trends related to productivity, goal completion, and engagement;
- Enabling interactive or community features, such as sharing progress updates, comments, or motivational messages within the app or forums (if applicable);
- Enforcing these Legal Terms, investigating potential violations, and ensuring the integrity of the Services.
To the extent that you submit User Content that is intended to be publicly visible (such as participation in
leaderboards, community discussions, or shared goal updates), you acknowledge that such content may
be viewed by other users and may remain accessible even if you discontinue use of the Services. You
agree that you will not submit any User Content that includes confidential, sensitive, or personally
identifiable information unless explicitly required by the Services.
We reserve the right, but have no obligation, to review, monitor, edit, or remove any User Content at our
discretion, including content that we deem inappropriate, misleading, or in violation of these Legal Terms.
By using the Services, you acknowledge that Priori is not responsible for any loss, alteration, or
unintended disclosure of User Content and that you are solely responsible for maintaining backups of any
personal records or progress data.
23.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all agreements,
notices, disclosures, and other communications we provide to you electronically, via email and
on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY
AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER
RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any
rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction
which require an original signature or delivery or retention of non-electronic records, or to payments or the
granting of credits by any means other than electronic means.
24.
SMS TEXT MESSAGING Opting Out
If at any time you wish to stop receiving SMS messages from us, simply reply to the text with “STOP.” You
may receive an SMS message confirming your opt out.
Message and Data Rates
Please be aware that message and data rates may apply to any SMS messages sent or received. The
rates are determined by your carrier and the specifics of your mobile plan.
Support
If you have any questions or need assistance regarding our SMS communications, please email us at
will@priori.life or call at 301-957-5335 .
25.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625
North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or
(916) 445-1254.
26.
MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services 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 Legal Terms shall not operate as a waiver of such right or
provision. These Legal Terms 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 shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or
part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from these Legal Terms 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 Legal Terms or use of the
Services. You agree that these Legal Terms 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 Legal
Terms and the lack of signing by the parties hereto to execute these Legal Terms.
27.
CONTACT US
In order to resolve a complaint regarding the Services or to receive further
information regarding use of the Services, please contact us at: