ThePrysm.com Terms of Use Agreement

This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of ThePrysm.com (the Site”). By using the Site, you agree to be bound by this Agreement, whether you merely browse our website (a “Visitor”) or register as a Member with the Site (a “Member”). Visitors or Members (collectively referred to as “Users”) are only authorized to use the Site upon agreeing to abide by all applicable laws and the terms of this Agreement. Please read this entire Agreement; if you do not agree to be bound by it and to follow all applicable laws, you should immediately discontinue use of the Site and leave the website. If you wish to become a Member and/or use the Site, you must read and accept this Agreement and our Membership Agreement which incorporates by reference this Terms of Use Agreement.

We may modify this Agreement from time-to-time and such modifications shall be effective upon posting on the Site. Your continued use of this website after posting of a revised Agreement signifies your acceptance of it; therefore, it is important that you review this Agreement regularly to remain abreast of any changes. The Effective Date of this Agreement is March 15, 2008.

Description of the Site ThePrysm.com is an website created to help you achieve and maintain balance in your life. Membership is free. When you join you will receive a free e-mail account, create a user profile, and take the balance test. From this information, we will assess your current level of balance, which will be used to make suggestions to you in each of five categories. These suggestions will come in the form of articles, blogs, books, and audio and video media. Members can store any of the suggestions to their accounts to ensure future availability.

1. Eligibility. Use of this website and Membership registration is void where prohibited. By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18.

2. Term, Termination, and Cancellation. This Agreement, and any posted revisions, shall remain in full force and effect while you use the Site or are a Member. Membership termination is governed by Article 3 of our Membership Agreement.

3. Fees. You acknowledge that we reserve the right to charge for any portion of the Site and to change such fees (if any) from time-to-time in our discretion. Please refer to Article 4 of our Membership Agreement.

4. Password. Members are entirely responsible for maintaining the confidentiality of their passwords and are solely responsible for any and all use of their accounts. Please refer to Article 5 of our Membership Agreement.

5. Unauthorized Use by Members. Illegal and/or unauthorized use of the Site by Members may result in termination of Membership privileges. Please refer to Article 6 of our Membership Agreement.

6. Modifications to the Site. We reserve the right, from time-to-time, to modify or discontinue, restrict, or block access to, all or part of the Site, temporarily or permanently, without notice. We may, temporarily or permanently, modify or remove part or all of Member Content from the Site, at any time, without notice. Such actions on our part will not result in any liability to you or any third-party or affect our license to such Member Content.

7. Licensing Rights of Content on ThePrysm.com. Only Members may post content to our Site. For details on the limited license granted by Members to the Site for content they upload, please refer to Article 8 of the Membership Agreement.

8. Protection of Site Content. Our Site Content is protected by copyright, trademark, patent, trade secret, and other laws. We hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to reproduce and display such Content (excluding any software code) solely for your personal, non-commercial use in connection with viewing and/or using our website. Except as provided within this Agreement, you may not copy, modify, reproduce, translate, publish, broadcast, transmit, distribute, perform, display, sell, or prepare derivative works of any Content appearing on or through the Site.

9. Content Posted by Members. Members are solely responsible for the Content that they post on the Site. We assumes no responsibility for monitoring the Site for inappropriate content or conduct. We may exercise our discretion to reject, refuse to post, or delete any Content posted by Members. For more details, please refer to Article 10 of the Membership Agreement.

10. Prohibited Content. Members are forbidden to post Prohibited Content to our Site. We reserve the right to (a) investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision; (b) remove such offending content from the Site; and (c) terminate the Membership of such violators. Prohibited content is described in further detail in Article 11 of the Membership Agreement.

11. Prohibited Activities. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

11.1 criminal or tortious activity

11.2 spamming (Members may not use their free ThePrysm.com e-mail account to spam; to protect Members from such advertising or solicitation, we reserve the right to restrict the number of e-mails that a Member may send in any 24-hour period. For more details, please refer to Article 12.2 of the Membership Agreement.)

11.3 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Site

11.4 transmitting or using viruses, malware, bots, worms, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network

11.5 actual or attempted circumvention or modification of any security technology or software that is part of the Site; or interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site; or altering information on or obtained from the Site

11.6 using any automated means (for example, robot, spider, scraper) to extract data or gather or use information from the Site (for example, e-mail addresses) or transmit any unsolicited advertising or spam

11.7 copyright, trademark, or patent infringement; or theft of trade secrets

11.8 covering or obscuring the banner ads on your personal profile page, or any ThePrysm.com page

11.9 framing any part of the Site or otherwise making it appear as if you have a relationship with us, or that we have endorsed you or your website, unless you have written permission from us to do so

11.10 impersonating or attempting to impersonate another Member, person, or entity; or using the account, username, or password of another Member at any time; or disclosing your password to any third-party or permitting any third-party to access your account

11.11 using the Site in a manner inconsistent with any and all applicable laws and regulations.

12. Copyrights / Intellectual Property. We respect the intellectual property of others, and requires that our Users do likewise. Please refer to Article 13 of our Membership Agreement. If you believe your work has been posted on the Site in a manner constituting copyright infringement, please contact us and include: (a) identification of the copyrighted work claimed to have been infringed upon, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (for example, providing the URL(s) of the claimed infringing material); (c) your contact information (address, phone number, and e-mail address); (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature.

13. Third-party Merchants. Our Site displays ads and links to third-party merchants. We do not necessarily endorse the merchants or their products. We have no control over their data collection methods or any aspect of their transactions with you. Each merchant has its own privacy policy and you should familiarize yourself with the terms of the merchant’s privacy policy. Any information on such third-party websites may or may not be accurate. You use such third-party links at your own risk. You agree to waive any claim against us and agree to hold us harmless from any loss or damage of any kind incurred as the result of any transactions entered into with such third-party merchants.

14. Privacy. Use of the Site is also governed by our Privacy Policy, which is incorporated by reference into this Agreement. 15. Disclaimers. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, from any Member Content posted on the Site, or from the conduct of any Users of the Site, whether online or offline, or from any RSS Feed Content. We expressly disclaims any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the Site.

15.1 Content from Third-parties and RSS Feeds. We are not responsible for, and makes no warranties, express or implied, as to any RSS Feed Content or the accuracy and reliability of any RSS Feed Content posted on the Site. Such RSS Feed Content does not necessarily reflect the opinions or policies of ThePrysm.com or Newport One, LCC. RSS Feed Content and third-party applications (such as widgets) on the Site may contain links to other websites; we are not responsible for the content, accuracy, advice, or opinions expressed on such websites, and such websites are not necessarily investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by us. You access these third-party websites at your own risk. We takes no responsibility for third-party advertisements or third-party applications that are posted on the Site, nor do we take any responsibility for the goods or services provided by such advertisers or merchants.

15.2 Member E-Mail Accounts. Please refer to Article 16.2 of our Membership Agreement.

16. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER THEPRYSM.COM, NEWPORT ONE, LLC, NOR THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND SUPPLIERS, NOR EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL, OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THEPRYSM.COM AND NEWPORT ONE,LLC, AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND SUPPLIERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

17. Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of law provisions. You and we agree to submit to the exclusive jurisdiction of the courts located within the State of Florida to resolve any dispute arising out of this Agreement or use of the Site. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

18. Indemnity. You agree to indemnify and hold harmless us, our affiliates, and respective officers, directors, agents, attorneys, partners, and employees, from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use of the Site in violation of this Agreement, and/or any breach of your representations and warranties set forth in this Agreement, and/or if any Content that you post on or through the Site causes us to incur liability.

19. Other. This Agreement is accepted upon your use of the Site and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and incorporates by reference the ThePrysm.com Membership Agreement and ThePrysm.com Privacy Policy. Our failure to exercise or enforce any right or provision of this Terms of Use Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void, or unenforceable, that provision shall be severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. If you have any questions regarding this Agreement, please contact us.