TERMS OF USE
Last updated December 13, 2023
AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether
personally or on behalf of an entity (“you”) and Priority Bridge LLC ("Company", “we”, “us”, or
“our”), concerning your access to and use of the http://www.prioritybridge.com website as well
as any other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you
have read, understood, and agreed 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 SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site 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, and you waive any right to receive specific notice of each such change. 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 Site after the date such revised Terms
of Use are posted. If you will be using the services on behalf of an organization, you agree to
these terms by executing a document that references them or by using these services.
The information provided on the Site 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 Site 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. If you are located in a country embargoed by the United States
or other applicable law from receiving the services, or are on the United States Department of
Commerce’s Denied Persons List or Entity List, or the United States Treasury Department’s list
of Specially Designated Nationals, you are not permitted to purchase any paid services from
Priority Bridge. You will ensure that your end users do not use the services in violation of any
export restriction or embargo by the United States and you do not provide access to the
services to persons or entities on the above lists.
The Site is intended for users who are at least 13 years of age. 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 Site. 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 Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the
Site (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, foreign jurisdictions, and international conventions. The Content and the
Marks are provided on the Site “AS IS” for your information and personal use only. Except as
expressly provided in these Terms of Use, no part of the Site 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.
Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of your Content. We reserve all
rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, 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 under the age of 13; (5) you
are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental
permission to use the Site; (6) you will not access the Site through automated or non-human
means, whether through a bot, script, or otherwise; (7) you will not use the Site for any illegal or
unauthorized purpose; and (8) your use of the Site 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
Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. 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. You, and not Priority Bridge,
are responsible for any activity occurring in your account, whether or not you authorized that
activity. If you become aware of any unauthorized access to your account, you should notify
Priority Bridge immediately. Priority Bridge occasionally sends notices to the email address
registered with your account. You must keep your email address and, where applicable, your
contact details and payment details with your account current and accurate.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site
available. The Site 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 Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission from
us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive
account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any Content or enforce
limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
5. Make improper use of our support services or submit false reports of abuse or
misconduct.
6. Use the Site in a manner inconsistent with any applicable laws or regulations.
7. Use the Site to advertise or offer to sell goods and services.
8. Engage in unauthorized framing of or linking to the Site.
9. 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 Site
or modifies, impairs, disrupts, alters, or interferes with the use, features, functions,
operation, or maintenance of the Site.
10. 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.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Attempt to impersonate another user or person or use the username of another user.
13. Sell or otherwise transfer your profile.
14. 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”).
15. Interfere with, disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Site to you.
17. Attempt to bypass any measures of the Site designed to prevent or restrict access to the
Site, or any portion of the Site.
18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
19. Decipher, decompile, disassemble, or reverse engineer any of the software comprising
or in any way making up a part of the Site.
20. 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 Site, or using or
launching any unauthorized script or other software.
21. Use a buying agent or purchasing agent to make purchases on the Site.
22. Make any unauthorized use of the Site, 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.
23. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
Content for any revenue-generating endeavor or commercial enterprise.
FEES AND PAYMENTS
1.a FEES FOR SERVICES
You agree to pay to Priority Bridge LLC any fees for each service you purchase or use, in
accordance with the pricing and payment terms presented to you for that service. Where
applicable, you will be billed using the billing method you select. If you have elected to pay the
fees by credit card, you represent and warrant that the credit card information you provide is
correct and you will promptly notify Priority Bridge LLC of any changes to such information.
Fees paid by you are non-refundable, except as provided in these Terms when required by law.
For clarity, we will not grant a refund where you have used our services and/or collected
responses, unless the termination is due to our material breach or a refund is required by law.
1.b SUBSCRIPTIONS
Some of our services are billed on a subscription basis. This means that you will be billed in
advance on a recurring, periodic basis (i.e., a billing period). Billing periods are typically
monthly or annually, depending on what subscription plan you select when purchasing a
subscription. Your subscription will automatically renew at the end of the subscription period
unless you cancel the automatic renewal by contacting our customer support at
support@prioritybridge.com. If you do decide to cancel your subscription, your subscription will
continue to the end of that subscription period before terminating.
1.c TAXES
Our prices listed do not include any taxes, levies, duties or other similar governmental
assessments of any nature such as value-added, sales, use or withholding taxes, assessable by
any jurisdiction unless otherwise noted. You are responsible for paying taxes associated with
your subscription purchase and keeping your billing information updated.
(1) United States Sales Tax - If we have the legal obligation to pay or collect sales tax
for which you are responsible, we will calculate the sales tax based upon the billing
information we have about you and charge you that amount (which, if your billing
information is incomplete or inaccurate, may be the highest prevailing rate then in
effect), unless you provide us with a valid tax exemption certificate acceptable to the
appropriate taxing authority.
a. If you provide us with a valid tax exemption certificate, you represent and
warrant that it accurately reflects your tax status and that you will keep such
document current and accurate.
b. If we subsequently determine in our sole discretion that your tax exemption
document is valid, we will refund the tax collected.
(2) Non-United States Tax – If applicable, we will charge you VAT, GST or any other
sales, consumption or use taxes that arise in connection with your purchases of
Priority Bridge products unless you provide us with a tax identification number that
entitles you to an exemption, a valid tax exemption certificate or other documentary
proof issued by an appropriate taxing authority that tax should not be charged. If you
are located in a jurisdiction with multiple sales, consumption or use taxes, we may
charge you the highest prevailing rate if your billing information is incomplete or
inaccurate.
If you are required by law to withhold any Taxes from your payments to Priority Bridge, you
must supply Priority Bridge with an official tax receipt or other appropriate documentation to
support such payments.
1.d PRICE ADJUSTMENTS
Priority Bridge LLC may change the fees charged to you for the services at any time, provided
that, for services billed on a subscription basis, the change will become effective only at the end
of the then current billing period of your subscription. Priority Bridge LLC will provide you with
advance notice of any change in fees.
USER GENERATED CONTRIBUTIONS
The Site 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 Site, 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 Site 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:
1. 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.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Site, and other users of the Site to use your
Contributions in any manner contemplated by the Site and these Terms of Use.
3. 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 Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage,
or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone
under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any federal or state law concerning child pornography, or
otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national
origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of
these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,
among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site, 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 Site. You are solely responsible for your Contributions to the
Site 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 Site; 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.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site 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 hate 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 reviews.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site ("Submissions") provided by you to us are non-confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or originating
from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content
are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by
us, and we are not responsible for any Third-Party Websites accessed through the Site or any
Third-Party Content posted on, available through, or installed from the Site, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or
contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or
permitting the use or installation of any Third-Party Websites or any Third-Party Content does
not imply approval or endorsement thereof by us. If you decide to leave the Site and access the
Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk,
and you should be aware these Terms of Use no longer govern. You should review the
applicable terms and policies, including privacy and data gathering practices, of any website to
which you navigate from the Site or relating to any applications you use or install from the Site.
Any purchases you make through Third-Party Websites will be through other websites and from
other companies, and we take no responsibility whatsoever in relation to such purchases which
are exclusively between you and the applicable third party. You agree and acknowledge that we
do not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally,
you shall hold us harmless from any losses sustained by you or harm caused to you relating to
or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site 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, 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 Site 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 Site in a manner designed to protect
our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy:
https://prioritybridge.com/privacy-policy.html By using the Site, you agree to be bound by our
Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is
hosted in the United States. If you access the Site from the European Union, Asia, or 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 Site, 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. Further, we do not
knowingly accept, request, or solicit information from children or knowingly market to
children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection
Act, if we receive actual knowledge that anyone under the age of 13 has provided
personal information to us without the requisite and verifiable parental consent, we will
delete that information from the Site as quickly as is reasonably practical.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on
or through the Site infringes upon any copyright you own or control, please immediately notify
us using the contact information provided below (a “Notification”). A copy of your Notification will
be sent to the person who posted or stored the material addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material located on or linked
to by the Site infringes your copyright, you should consider first contacting an attorney.
PCI COMPLIANCE
Priority Bridge is responsible for the security of Cardholder data that is collected, transmitted,
stored or processed by us on your behalf. “Cardholder Data” is defined as a cardholder’s
primary account number, and where a full unmasked card number is present, any of the
cardholder name, expiration date, and/or service code. Priority Bridge leverages Zoho and
Stripe for payment processing in accordance with their security and PCI compliance features to
protect Cardholder data, and as such this data may only be used in anticipated ways and stored
in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED
FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA
ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS INTENDED SOLELY
FOR THAT PURPOSE (i.e. where Priority Bridge explicitly enables such data to be entered into
such fields). Appropriate fields are clearly marked with labels such as “card number” or by
having a credit card icon precede them.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. 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 SITE (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 TERMS OF USE OR OF ANY
APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE 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.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
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 Site.
We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site 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 Site during any downtime or discontinuance of the Site.
Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site
or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms shall be governed by and defined following the laws of Pennsylvania. Priority
Bridge LLC and yourself irrevocably consent that the courts of Allegheny County shall
have exclusive jurisdiction to resolve any dispute which may arise in connection with
these terms.
DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these
Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below) informally for at least
thirty (30) days before initiating arbitration. Such informal negotiations commence upon written
notice from one Party to the other Party.
Binding Arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its
existence, validity, or termination, shall be referred to and finally resolved by the International
Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels,
Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is
considered as the part of this clause. The number of arbitrators shall be 3. The seat, or legal
place, of arbitration shall be Allegheny County, PA. The language of the proceedings shall be
English. The governing law of the contract shall be the substantive law of Pennsylvania.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to
be brought in a purported representative capacity on behalf of the general public or any other
persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that 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, any of the 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. If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site 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 Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR 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 SITE 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 SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE 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 SITE, (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 SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE 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
SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY
FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, 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.
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 SITE, 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 STATE 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.
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 Site; (3) breach
of these Terms of Use; (4) any breach of your representations and warranties set forth in these
Terms of Use; (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 Site with
whom you connected via the Site. 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.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. 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 Site. 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.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, 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 Site, 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 SITE. 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.
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.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to
the Site 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 shall 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 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 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 Site.
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 resolve a complaint regarding the Site or to receive further information regarding use
of the Site, please contact us at:
Priority Bridge LLC
159 Windwood Drive
Wexford, PA 15090
United States
support@prioritybridge.com