Terms of Service

Last update: 10th of January 2023

Welcome to Prompto! 

These Terms of Service (“Terms”) apply to your (“you” or “your”) use of the Prompto platform (“the Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and the Prompto Contracting Entity identified in these Terms (“Prompto”).

Overview

Prompto is a sales enablement & communication platform for the real estate market that empowers people to centralize all their content, generate stunning presentations and communicate with all their stakeholders in one easy-to-use environment.

When you use the Service, you have the option to upload your own content (“User Content”) which you have full control and responsibility over. 

You may use the Service only if you can form a binding contract with Prompto and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.

If you sign up for the Service on behalf of an organization using an email address provided by your employer or another organization, (i) you represent and warrant that you are an authorized representative of that entity with authority to bind that entity to these Terms; (ii) your use of the Service will bind that entity to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and that entity.

Using the Service

Age Requirement. Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for the processing of personal data in the country where the child is located). 

Access to the Service. Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Prompto reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account.

Acceptable Use Policy. Your use of the Service & your User Content must comply with Prompto’s Acceptable Use Policy.

Anti-discrimination. Prompto does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.

Restrictions on Use of the Service. You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; or (viii) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.

Security and Data Privacy

Information Security. Prompto implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure.

Data Privacy. Prompto’s Privacy Policy describes how Prompto collects, uses, transfers, discloses and stores your personal data. By creating a Prompto account, you confirm that you have read, understood and agree to our in full, and that the Privacy Policy shall be incorporated into these Terms to the extent Personal Data subject to the Applicable Data Laws (as defined in the Privacy Policy) is processed in your use of the Service. In the event of any conflict between these Terms and the Privacy Policy, the Privacy Policy shall prevail.

Content & Showcases

User Content. You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Prompto, you own all right, title and interest in and to your User Content. You grant Prompto, a royalty-free license to display, host, copy and use your User Content solely to the extent necessary to provide the Service to you.

Sharing and Publishing Your Prompto Showcases.
You may publish or share Prompto Showcases with others within the Service, via a Third Party Service, or via a link. Prompto maintains no responsibility in relation to such sharing of Showcases and Prompto’s enablement of such activity or the Service’s performance of actions to publicly share Showcases at your instruction shall not be considered a violation of any of Prompto’s obligations under these Terms.

You can create or join a “Workspace” on Prompto that allows you to collaborate with others. The creator of the Team is the “Owner.” Each Team may have one or more people identified as Managers by the Owner. Both the Owners and Managers can add, modify or remove people from the Team as well as manage their permissions and access to User Content and Showcases. Project Executive can only manage the specific projects they are assigned to, Agents can view & use the project they were assigned to, but will not be able to edit. If you add a person to a Team, you represent and warrant that you or your organization have obtained all necessary consents from that person to be added.

The Owner or Manager may control access to, delete, or re-assign ownership to the User Content you upload and Showcases you create on the account you access as part of the Team. Prompto is not responsible for any actions taken by Owners or Managers. It is your responsibility to not upload User Content or create Showcases on an account associated with a Team if you do not want to potentially transfer ownership or disclose such User Content or Showcases to others on the Team.

Billing

Prompto offers a free and paid Services. You can learn more about Prompto’s various subscription offerings here. You can also reach out to your sales representative to learn more about the other Services that Prompto offers. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. The Owner of the Workspace will be billed for and is responsible for payment of subscription fees.

Subscriptions and Renewals. If you are subscribing to Prompto Pro, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

Taxes. Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Prompto, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

Cancellation. You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.

Free Trials and Pilots. Prompto may offer you a free trial or pilot to allow you to try our Service. Prompto reserves the right to set eligibility requirements and the duration for free trials and pilots.
At the end of your free trial, Prompto will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the pilot period.

Changes to Pricing. Prompto reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.

Prompto's Intellectual Property

Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Prompto and its licensors. You assign to Prompto any suggestions, ideas, enhancement requests, or other feedback you provide to Prompto relating to the Service or Prompto’s products. Prompto owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.

Warranty Disclaimer. The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, Prompto, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Prompto does not warrant that your use of the Service will be uninterrupted or error-free. Prompto does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that Prompto does not own, operate, or control, and that Prompto is not responsible for any of your data lost, altered, intercepted or stored across such networks. Prompto will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside Prompto’s reasonable control.

Third Party Services

You may elect to use the Service in conjunction with third-party websites, platforms or apps (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Prompto makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.

Your Indemnity Obligations

You agree, to the extent permitted by law, to defend, indemnify and hold harmless Prompto and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content.

Limitation of Liability

In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) 100 EUR or (ii) the subscription fees paid by you to Prompto during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.

Term and Termination

Term. These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Prompto’s free offering, when your account is deleted or terminated.

Violations.
If Prompto, in its sole discretion, determines that you or your use of the Service, your
User Content, or your Showcases violate these Terms, including but not limited to, Prompto’s Acceptable Use Policy, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Prompto may take one or more of the following actions in its sole discretion: (i) delete the prohibited User Content or Showcases; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Showcases and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Showcases to appropriate government authorities.

Effect of Termination.
In the event of termination of your subscription for cause due to default by Prompto, Prompto shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.

Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your Showcases, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after the expiration or termination of Your Subscription. Unless your account was terminated due to a Violation, you can download or export your User Content using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Prompto Service unless you receive Prompto’s written permission.

Survival of Terms. Sections titled “Term and Termination,” “Billing,” “Prompto’s Intellectual Property,” “Limitation of Liability,” “Indemnification,”and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.

Miscellaneous

Compliance with Applicable Law. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Prompto agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.

Governing Law and Jurisdiction.
These Terms will be governed by and construed in accordance with Belgian Law, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Ghent, Belgium, and the parties consent to the exclusive jurisdiction of such courts. 

Export Restrictions. The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Prompto from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.

Prompto Contracting Entity. The Prompto entity contracting with you under these Terms and the address to which you should send legal notices depend on where your billing address.

The Prompto entity entering into these Terms is Prompto NV.
Legal notices should be sent to Kortrijksesteenweg 1127/0002, 9052 Sint-Denijs-Westrem (Ghent), Belgium. Attn: Legal

Assignment. You may not assign these Terms or any of your rights under these Terms without Prompto’s consent except to any successor by way of a merger, acquisition, or change of control. Prompto may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

Headings and Explanations. Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.

Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

Waiver. Prompto’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Prompto’s ability to enforce any provision thereafter.

Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

Changes to these Terms. We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on Prompto.com. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.

Changes to the Service. Prompto may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Prompto discontinues the Service you are using during your subscription, Prompto will migrate or make available to you a substantially similar service provided by Prompto (if available) and if it’s unable to do so, Prompto will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.

Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and Prompto with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Prompto, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.

 

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