back to legal

Terms & Conditions

Effective date: January 1, 2020

Welcome to www.prefect.io (the “Site”) and thank you for your visit. The terms and conditions set forth herein (the “Terms of Use”) govern the use of the Site and any products and/or services offered through or in connection with use of and/or access to the Site (collectively, the “Services”), as provided by Prefect Technologies, Inc. (“Prefect”, “we”, “us” or “our”). These Terms of Use apply to all visitors, users, subscribers, and others who access and/or use the Services (“you” or “your”) Please read them carefully. BY USING THE SITE AND SERVICES, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.
We reserve the right, at our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time upon written notice or posting to the Site. If we do this, we will indicate at the bottom of this page the date these terms were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site. It is your responsibility to regularly review these Terms of Use.
You acknowledge that by clicking “I agree” and/or registering for and/or accessing, browsing, and/or using the Site: (i) you have read, understand, and agree to these Terms of Use and to the collection and use of your personal information as set forth in our Privacy Policy; (ii) these Terms of Use are legal equivalents of signed, written contracts, and equally binding; (iii) if you are accessing and/or using these Services on behalf of a company, organization, or other entity, “you,” as used in these Terms of Use, includes you and that company, organization, or other entity; and (iv) you represent and warrant you are an authorized representative of that company, organization, or other entity with the authority to bind that company, organization, or other entity to these Terms of Use, and you agree to these Terms of Use on that company, organization, or other entity’s behalf.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that:
  • you will not use or access the Site or Content (as defined below) if you are not able to form legally binding contracts (for example, if you are under 18 years old);
  • you will not reverse engineer, de-compile or reverse compile any of our technology, including any software associated with the Site and/or the Content;
  • unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of the Site and/or the Content;
  • you will access and use the Site in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Use; and
  • you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you using the Site and/or the Content and all such information and content: (1) are true, accurate, current and complete and we may rely on such information and content; (2) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) are not meant to harm us or any third parties; (4) do not constitute or include viruses or other harmful codes; (5) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of us or any third party; and (6) do not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).
The Site is owned and operated by Prefect. Unless otherwise noted, all design and content included therein, including text, graphics, logos, icons, images, artwork, audio and video clips and software (“Content”) is the property of Prefect (or is used under license to Prefect) and is protected by United States and international copyright laws. Prefect reserves all right, title and interest in and to such Content.
TRADEMARKS
Prefect, Prefect.io, the Prefect logo, and other marks indicated on the Site are trademarks and/or service marks of Prefect and/or its affiliates. Other graphics, logos, headers, icons, scripts and service names are also trademarks or trade dress of Prefect. Prefect's trademarks, service marks and trade dress may not be used in connection with any product or service that is not Prefect's ,in any manner that is likely to cause confusion of customers or potential customers, or in any manner that harms or discredits Prefect. All other trademarks related to the products sold on the Site are the sole property of their respective owners.
Nothing on the Site or in these Terms of Use should be construed as any license or right to use any trademarks or service marks displayed therein without the express written permission of Prefect or the trademark or service mark owner. Neither the names “Prefect.io” or “Prefect” nor Prefect's logos may be used for any purpose without Prefect's prior written consent. Prefect's logos may not be used as a link to any other web site without Prefect's prior written consent.
USE OF SITE AND CONTENT
The Site and Content are intended solely for personal and non-commercial use by visitors. Any use of the Site or accompanying Content other than for personal and non-commercial purposes is prohibited. You agree not to reproduce, publish, transmit, distribute, modify, create derivative works from, or commercially exploit in any way any of the content of the Site. You may, however, download, electronically copy and print any of the Content for your personal, non-commercial use only. This is a revocable license, not a transfer of title, and is subject to the restrictions that you may not (a) modify the Content or use it for any commercial purpose, or any public display, performance, sale or rental, (b) decompile, reverse engineer, or disassemble the Content, or (c) remove any copyright, trademark registration, or other proprietary notices from the Content. You further agree not to access or use the Site in any manner that may be harmful to its operation or Content.
MODIFICATION TO THE SITE
Prefect reserves the right to modify or discontinue, temporarily or permanently, Site, Content or Services or any part of any of the foregoing with or without notice. You agree that Prefect shall not be liable to you or to any third party for any such modification, suspension or discontinuance.
YOUR ACCOUNT
You can view and change your opt-in status for email communications with Prefect, including administration, marketing, event planning, email discussion lists, and other uses as described on the Site and these Terms of Use at any time from your account on Prefect.io, but always have the opportunity to opt-out via a link in the footer of all non-transactional email messages sent by Prefect.io. Alternatively, you can email us at legal@prefect.io. Some communications (e.g., important account notifications and billing information) are considered transactional and are necessary for all Prefect customers.
COMMENTS AND SUGGESTIONS
We appreciate hearing from our customers and welcome your comments and suggestions regarding the Site and Services, including the products offered for sale by Prefect, provided that such comments and suggestions are not illegal, obscene, threatening, defamatory, invasive of privacy, infringements of intellectual property rights or otherwise objectionable or injurious to third parties and do not contain or consist of viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam.” You may not use a false email address, impersonate any person, or otherwise mislead us as to the origin of any comment or suggestion.
If you do submit comments or suggestions, you should be aware that Prefect’s policies do not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those that we have specifically requested. Prefect values your feedback on our products and our service but requests that you be specific in your comments and not submit creative ideas, inventions, suggestions or materials. Any feedback, comments or suggestions that you do send to Prefect will become the property of Prefect and shall not be subject to any obligation of confidentiality on the part of Prefect. Prefect shall not be liable for any use or disclosure of any such feedback, comments or suggestions. Prefect shall be entitled to unrestricted use of any such feedback, comments or suggestions for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the information.
Prefect respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Prefect of your infringement claim in accordance with the procedure set forth below.
Prefect will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Prefect’s Copyright Agent at legal@prefect.io (Subject line: “DMCA” Takedown Request). You may also contact us by mail at:
Attention: Copyright Agent
Prefect Technologies, Inc.
1200 18th ST NW Suite 700
Washington, DC 20036
To be effective, the notification must be in writing and contain the following information:
  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located, with enough detail that we may find it;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.
OTHER SITES
The Site may contain links to web sites that are not maintained by Prefect. We try to include links to only those web sites that are in good taste and safe for our visitors, but we are not responsible for the content or accuracy of any web sites other than our own and cannot guarantee that such web sites will not change without our knowledge. The inclusion of a link on the Site does not imply Prefect’s endorsement of the web site. If you decide to use any links to access other web sites, you do so at your own risk.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SITE, SERVICES, CONTENT, MATERIALS AND INFORMATION PROVIDED BY PREFECT ON ANY SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU ASSUME THE ENTIRE RISK OF AND AGREE THAT PREFECT NOR ANY OF AFFILIATES EXISTING FROM TIME TO TIME (“PREFECT ENTITIES”) SHALL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTIES, AND AGREE TO RELEASE AND DISCHARGE ALL OF THE PREFECT ENTITIES FROM ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGE (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR OTHERWISE) ARISING OUT OF THE SITE, SERVICES, CONTENT OR YOUR USE OR ACCESS TO ANY OF THE FOREGOING OR RELATING TO THE QUALITY, ACCURACY, SECURITY, PERFORMANCE, OR FAILURE OF THE SITE, SERVICES, CONTENT, ANY PROPRIETARY OR THIRD PARTY TECHNOLOGY OR SERVICE WE MAY USE TO PROVIDE THE SITE, SERVICES, CONTENT OR ANY INFORMATION OR CONTENT RECEIVED FROM, OR CREATED BY YOU OR ANY THIRD PARTY. PREFECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON ITS SITE(S). YOU AGREE THAT YOUR ACCESS TO, AND USE OF THE SITE, SERVICES, AND/OR CONTENT IS AT YOUR OWN RISK.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PREFECT DISLCAIMS ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE, ANY WARRANTIES OR REPRESENTATIONS THAT THE SITE, COTENTENT SERVICES OR ACCESS TO ANY PORTION OF IT WILL BE (I) UNINTERRUPTED OR ERROR-FREE, OR (II) THAT DEFECTS IN THE SITE, CONTENT OR SERVICES WILL BE CORRECTABLE OR CORRECTED, OR OTHER ATTRIBUTES, WHETHER EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE HAVE NO RESPONSIBILITY TO INFORM OF ANY DIFFICULTIES WE OR OTHER THIRD PARTIES EXPERIENCE CONCERNING USE OF THE SITE, SERVICES OR CONTENT OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE DIFFICULTIES. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAWS, WE ALSO WILL HAVE NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE THE SITE, SERVICES OR ANY CONTENT DISPLAYED IN OR AVAILABLE THROUGH THE SITE OR SERVICES. YOU UNDERSTAND AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION AND THE INDEMNITY BELOW EQUITABLY ALLOCATE THE RISKS BETWEEN US AND YOU. YOU UNDERSTAND THAT OUR PROVISION TO YOU OF ACCESS TO THE SITE, SERVICES OR CONTENT IS SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE EXCLUSION OF DAMAGES SET FORTH IN THESE TERMS OF USE.
LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT A COURT OF APPLICABLE JURISDICTION FINDS IN A NON-APPEALABLE JUDGMENT THAT SUCH LIABILITY RESULTED DIRECTLY AND PRIMARILY FROM PREFECT’S WILLFUL MISCONDUCT OR FRAUD, PREFECT’S LIABILITY (WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF PREFECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) TO YOU OR ANY THIRD PARTIES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). IN ANY EVENT, PREFECT WILL NOT HAVE ANY LIABILITY (WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF PREFECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT, BUSINESS, GOODWILL, REVENUE, OPPORTUNITY, USE, OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
INDEMNITY; WAIVER
You agree to indemnify, defend and hold harmless Prefect, its affiliates existing from time to time, and its and their respective partners, members, directors and officers (“Prefect Entities”) from any and all claims, judgments, causes of action, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expense (including without limitation, the reasonable fees and expenses of counsel), in each case as incurred arising from or in connection with (i) the Site, Content and/or the Services or any and all access or use of any of the foregoing, including without limitation, by or through you, (ii) your violation of any third-party right, including without limitation, any right of privacy or intellectual property rights, (iii) your violation of any applicable law, rule or regulation, and/or (iv) any breach by you of these Terms of Use.
If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
TERMINATION
You agree that Prefect, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if Prefect believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of service, may be referred to appropriate law enforcement authorities. Prefect may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Prefect may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Prefect shall not be liable to you or any third-party for any termination of your access to the Site.
APPLICABLE LAW
By using the Services, including visiting the Site, you agree that the law of The State of Delaware, without regard to principles of conflict of laws, shall govern these Terms of Use and any dispute that may arise between you and Prefect. These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Prefect relating to your access to and use of the Site.
DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be conducted before one (1) neutral arbitrator selected by the American Arbitration Association. The place of arbitration shall be Washington, DC. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under these Terms of Use, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy).
GENERAL
These Terms of Use, together with the Privacy Policy constitute the entire agreement between you and Prefect and govern your use of the Site, superseding any prior agreements between you and Prefect with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use third party services, third-party content or third-party software. The failure of Prefect to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to the Terms of Use or other matters by displaying notices or links to notices generally on the Site. Prefect makes no representations that the contents of any of the Site are appropriate or available for use in all locations and/or jurisdictions. Visitors who choose to access the Site from other locations outside the United States do so on their own initiative and are responsible for compliance with applicable local law.
Once again, we thank you for your interest in Prefect. We hope that your experience on the Site is enjoyable. Please contact us at legal@prefect.io to report any violations of the Terms of Use or to pose any questions regarding these Terms of Use.
Last updated: January 2020