PRIVACY POLICY

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.   

THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Terms of Use

Effective date: 27 January 2018

Welcome to Prontopia.  Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).  If you have any questions, comments, or concerns regarding these terms or the Services, please contact us athello@prontopia.com or 1117 State Street, Santa Barbara, CA 93101 USA.

These Terms of Use (the “Terms”) are a binding contract between you and PRONTOPIA PUBLIC BENEFIT CORPORATION, D/B/A PRONTOPIA, INC. (“Prontopia,” “we” and “us”).   You must agree to and accept all of the Terms, or you don’t have the right to use the Services.  Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.  These Terms include the provisions in this document, as well as those in the Privacy Policy (www.prontopia.com/privacy-policy)and Copyright Dispute Policy (www.prontopia.com/copyright).

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.prontopia.com website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Prontopia takes the privacy of its users very seriously.  For the current Prontopia Privacy Policy, please click here: www.prontopia.com/privacy-policy

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13.  We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.  If you believe that a child under 13 may have provided us personal information, please contact us at hello@prontopia.com.

What are the basics of using Prontopia’s Services?

You may be required to sign up for an account, and select a password and user name (“Prontopia User ID”).  You promise to provide us with accurate, complete, and updated registration information about yourself.  You may not select as your Prontopia User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).  

You will only use the Services for your personal, non-commercial use, and not on behalf of or for the benefit of any third party and only in a manner that complies with all laws that apply to you.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.  We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password.  You’re responsible for any activity associated with your account.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Prontopia does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

You may receive text messages and telephone calls.

You agree to be contacted via email, telephone or text messaging (including by an automatic telephone dialing system) by us or by a third party provider, including push notifications regarding our Services, our website, third party notifications and/or advertisements at any of the phone numbers provided by you in connection with your account. You understand that you are not required to provide this consent as a condition of purchasing any services and may opt out of receiving text messages from Prontopia at any time by contacting hello@prontopia.com.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Prontopia);
  2. Violates any law or regulation, including any applicable export control laws;
  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. Jeopardizes the security of your Prontopia account or anyone else’s (such as allowing someone else to log in to the Services as you);
  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  9. Copies or stores any significant portion of the Content;
  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.  

What are my rights in Prontopia’s Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Prontopia’s) rights.

You understand that Prontopia owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to Prontopia or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.”  Some User Submissions are viewable by other users.  In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.  Please note that all of the following licenses are subject to our Privacy Policy (www.prontopia.com/privacy-policy) to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Prontopia a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below.  This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Prontopia account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Prontopia the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Prontopia the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so.  Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.  

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Prontopia the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Prontopia users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Prontopia’s business for any purpose.  Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your Prontopia account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Prontopia’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that Prontopia, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Prontopia, being asked to remove material that allegedly violates someone’s copyright.  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here: www.prontopia.com/copyright. To learn more about the DMCA, click here.  

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.   We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.  We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.  

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You will keep all your registration information accurate and current.  You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Prontopia. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Prontopia is not responsible for such risks.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Prontopia has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Prontopia will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Prontopia shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that Prontopia is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Prontopia, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Will Prontopia ever change the Services?

We’re always trying to improve the Services, so they may change over time.  We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.  We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Does Prontopia cost anything?

You will be charged a fee for use of the Services (the “Fees”).  We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account, such as your bank account or debit or credit card, linked to your account on the Services (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor.

By choosing to use Prontopia’s Services, you agree to pay us, through the Payment Processor, all Fees at the prices then in effect for such Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”).

You agree to make payment using that selected Payment Method and to provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date). You must promptly notify us or our Payment Processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password.

You acknowledge and agree that the Fees in certain geographical areas may increase substantially during times of high demand. We will use reasonable efforts to inform you of the Fees that may apply, provided that you will be responsible for the Fees incurred under your account regardless of your awareness of such Fees or the amounts thereof.

You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Provider’s behalf. After you have received services obtained through the Services, you will have the opportunity to rate your experience and leave additional feedback.

Prontopia does not designate any portion of your payment as a tip or gratuity to a Provider.  You understand and agree that, while you are free to provide additional payment as a gratuity to any Provider who provides you with services obtained through the Services, you are under no obligation to do so. Gratuities are voluntary.

Will Prontopia ever use Promotional Codes?

Prontopia may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services, subject to any additional terms that Prontopia establishes.

You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Prontopia; (iii) may be disabled by Prontopia at any time for any reason without liability to Prontopia; (iv) may only be used pursuant to the specific terms that Prontopia establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use.

Prontopia reserves the right to withhold or deduct discounts obtained through the use of the referral system or Promo Codes by you in the event that we determine or believe that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of these Terms.

What if I want to stop using Prontopia’s Services?

You’re free to do that at any time, by contacting us at hello@prontopia.com; please refer to our Privacy Policy (www.prontopia.com/privacy-policy) as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.  

Prontopia is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Prontopia has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Prontopia.

If you have deleted your account by mistake, contact us immediately at hello@prontopia.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

I use the Prontopia App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including the iOS applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

  1. Both you and Prontopia acknowledge that the Terms are concluded between you and Prontopia only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  3. You will only use the Application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  6. You acknowledge and agree that Prontopia, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Prontopia, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  9. Both you and Prontopia acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  10. Both you and Prontopia acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
  11. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK.  LOCATION DATA MAY NOT BE ACCURATE.

What else do I need to know?

Warranty Disclaimer.  Neither Prontopia nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.  We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services offered or purchased through the Services.  Services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Prontopia or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).  THE SERVICES AND CONTENT ARE PROVIDED BY PRONTOPIA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PRONTOPIA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.  To the fullest extent allowed by applicable law, you agree to indemnify and hold Prontopia, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.  In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment.  You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Prontopia’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration.  These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Santa Barbara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Barbara County, California, or the Central District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PRONTOPIA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous.  You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Prontopia may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.  The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and Prontopia agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Prontopia, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Prontopia, and you do not have any authority of any kind to bind Prontopia in any respect whatsoever. Except as expressly set forth in the section above regarding the Apple Application, you and Prontopia agree there are no third party beneficiaries intended under these Terms.

Given that

  • Prontopia is an American Public Benefit Corporation committed to cultivating awareness of human rights through human connection and global understanding. Through targeted basic action, Prontopia wants to help travelers, local people and local communities to live better together in their own city .
  • Prontopia has created a virtual platform (hereinafter Platform) through which people who live, work in the city, or even just pass through, can get in touch with each other;
  • Prontopia was born to connects traveler and residents ( “Customer”) with a Local ( “Prontopia Local” or “Local”) to give a helping hand to reach any place in town. TheLocal offers basic assistance with light luggage or shopping items and provides useful information and orientation for the city, including information on available transportation options and other services ;
  • Prontopia is not a travel agency, it does not organize isolated trips, group tours or cruises, excursions or guided tours of the city, it does not book or buy travel tickets or shows , it does not manage relations with hotels, shipping or collection of baggage;
  • Given the success of its Platform, Prontopia has decided to offer the same possibilities, in addition to the Local, to anyone else who shares the principles and the values on which Prontopiais founded , and want to bring their skills into Prontopia: Tour guides, Tourist accompaniers, Photographers, Artists, etc … (hereinafter only the Professional/s)
  • Prontopia allows all of them to meet the Customer within their Platform through connection to their website (hereinafter only “Site”) or through an application (hereinafter “App”) that Customer, Local and Professionals (hereafter indistinctly “Users”) must download within their device (mobile or tablet) and with which the Customer comes into contact with the Local or with the Professional (hereinafter “Contact”);
  • The Customer has the duty to pay the Local or the Professional (hereafter indistinctly “Supplier”) for the Work performed, on the basis of a timed tariff which is calculated from Prontopia from the time of the first meeting (hereinafter “Contact”) until the Work is completed;
  • To this end Prontopia, thanks to its App will monitor the moment in which the Contact takes place until it is completed;
  • Apart from such geolocation data, Prontopia does not carry out any checks on Users, who must be fully responsible for their behavior and for the application of all Prontopia principles, such as correctness, punctuality, courtesy and kindness, all summarized in our Policies ( link );
  • For this reason, all Users must be of legal age, in full ability to act and must inform the other Users, through Prontopia, of any problem that may jeopardize the correct execution of the request;
  • When you make it available to the Contact via the Site or the App, and if you do so, the Local will have to meet the Customer without delay, provide him with the logistical information and assistance necessary to reach the requested destination, possibly helping him with light baggage or purchases, all with the utmost courtesy and kindness;
  • In the same way the Professional who will be called to provide his own specialized service must behave;
  • Prontopia does not allow and avoids any use of its Platform that does not comply with the law, through which, for examples, sexual services or any kind of erotica cannot be provided in any way;
  • The Users must therefore confirm they are not being investigated and do not having convictions for aggression, violence or sexual harassment;
  • Prontopia, as an on-demand service, does not guarantee any continuity of benefit or gain for the Local or Professional, which will always be free to decide when and if they become available and for how long, to be contacted by any customer who will address the Platform.

* * *

 

GENERAL TERMS OF USE OF THE PLATFORM

 

definitions:

Prontopia: Prontopia Inc. Corporation is US law-based and owner of all rights, including copyright, on the Platform;

Platform: virtual platform through which Users can get in touch with each other;

Site: means the website of Prontopia, currently combined with the domain name prontopia.com;

App : means the “Prontopia Local City Guide” and “Prontopia Provider” apps that can be downloaded via the Google Play and Apple store platforms, according to the rules of use applied by them;

Customer: travelers – for tourist or business reasons – or residents who require the provision of a service, professional or not, by those who live in the city of Venice, Florence or Rome;

Local: inhabitant of oneof the cities where Prontopia is active with its own service; the activity of the Local takes the form of meeting the Customer, providing him with the logistic information and assisting him   to reach the required destination, even helping him with light luggage or other items to carry in his possession, all with the utmost courtesy and kindness;

Professional: inhabitant, ofone of the cities where Prontopia is active with its own service, equipped with a specialized expertise that makes available to the Customer through the Platform;

Supplier: anyone, Local or Professional, who wishes to provide his own work through the Platform with the utmost courtesy and kindness in respect of Prontopia principles and values;

Contact / s : the meeting between the Supplier and the Customer organized through the App or the Site;

Work : the service provided by the Supplier to the Customer through the Platform;

Account : means the features that Prontopia makes available to the user who wishes to benefit from the Platform, upon release of their credentials;

User : means any person, Customer or Supplier, who signs up within the Platform and creates an account;

 

  1. Object

These General Terms of Use (hereinafter GTU) apply to all Users of the Platform from the moment of activation of the Accountthrough any technological tool, i.e., Site, App, email or text messaging, or any other technological tools even if not shown here.

Each User has the burden of providing any personal information necessary to Prontopia, including the address of residence or domicile, telephone number and email, the type of cell phone he uses, as well as any information required by Prontopia to ensure the activation of the Account and the supply of the Platform items and to guarantee respect for the principles and values that distinguish it.

The User guarantees they are not currently under criminal investigation and they have no convictions for assault, violence or sexual harassment.

 

  1. Methods of using the Platform

The modalities with which the contacts between Prontopia, the Suppliers and the Customer will be managed will vary over time, according to the needs and technological development.

For the use of the Platform all the Parties, Customer and Providers, must necessarily accept Prontopia principles and values (link) and apply them whenever they use the Platform or provide/receive the Work.

It is the duty of the Suppliers and the Customers to comply with the terms of use indicated below or those eventually indicated in writing by Prontopia.

Once the Contact is accepted, the Provider is obligated to complete the Work and cannot cease it or leave it incomplete. In case of problems during the performance of the Work that could limit it or make it impossible to do so, the Provider is responsible for communicating it immediately to Prontopia.

During the period of provision of the service, the Provider and the Customer are required to remain accessible through any communication channel indicated by Prontopia, including the App, SMS, WhatsApp, telephone or e-mail.

              Use by the PROVIDER

The Work will be carried out in complete autonomy in any of the cities where Prontopia is active. The Provider must create his own Account, within the Site or the App, which will activate whenever he wishes to lend his Work. When using the App, the Provider will have the burden of downloading it into a compatible device.

The Provider guarantees to be in full capacity to perform the requested Work, to be of age and to have full ability to act. Furthermore, the Professional declares and grants to have the permits and / or licenses to perform the Work, and when requested, all the tools and organizational skills required for the Work.

The relationship between the Provider and Prontopia takes place without any subordination restriction, defying, by specific common choice, any character of subordinate employment. The present GTU do not involve the creation of any de facto company or common organization between Prontopia, the Providers and the Customers, even among them, so that each one remains independent and responsible for its own activity.

Use of the Site : Prontopia will indicate to the Provider by e-mail, Whatsapp or sms the reservation made by the Customer. The Provider must confirm his or her acceptance by sending a message. Once the Work is finished, the Provider will have the duty to send the start and end times of the Work within one hour after leaving the Customer.

Use of the App : The Provider has the burden of indicating its availability within the App whenever it wishes to provide its Work to Customer. Once you have indicated your availability and for the entire duration of it, the Local is obliged to respond to all requests that will be indicated through the App. For this purpose, during the period in which he has indicated his availability within the App, the Supplier will have the obligation to respond to any written or oral requests that will arrive from Prontopia.

The indication of availability does not guarantee the assignment of any Work. Once accepted, the Supplier has the obligation to complete the Work and cannot cease it or leave it incomplete. In case of problems, before or during the Work that limit or make the service impossible, the Provider has the obligation to communicate it without delay to Prontopia.

During the supply of the Work, the Provider has the obligation to remain available via any communication channel indicated by Prontopia, i.e., the App (if activated) or SMS, WhatsApp, telephone or mail.

The Provider has the duty to perform his or her work with the utmost diligence and in respect of the Customer, following Prontopia principles and values.

In the execution of the Work, the Provider may contact the area manager, who will provide him or her with any information he may need.

Use by the Customer

The Customer guarantees to be of age and to have full ability to act and to make commitments towards other subjects .

The present GTU do not involve the creation of any de facto company or common organization between Prontopia, the Providers and the Customers, even among them, so that each one remains independent and responsible for its own activity.

Use of the Website

Customers can book a Connection with a Provider from the Prontopia website booking form for a future date or time with a minimum of 60 minutes notice. Customers will be informed by e-mail with the confirmation of their reservation and will receive a second e-mail with the name and information of the assigned Supplier within 7-10 days from the scheduled Contact date. The Customer may cancel the booking at any time within 60 minutes before the scheduled date and time

Use of the App :

Customers can book a Connection with a Provider through the app using alternatively the on-demand service or booking. Reservations can be made for a future date or time with a minimum notice of 60 minutes. Customers will be informed by e-mail with the confirmation of their reservation and will receive a second e-mail with the name and information of the assigned Provider within 7-10 days from the scheduled  Connection date. The Customer may cancel the booking at any time within 60 minutes before the scheduled date and time. Requests on-demand will be met depending on the availability of the Provider on the Platform. The indications on the availability of the people on site are not a guarantee that the request of the Work can be provided.

  1. Use of the account

The User declares that the personal data provided relate to their own person, are truthful and up-to-date.

The User is responsible for the activity performed on or through his Account. The User has the burden of maintaining his/her confidential data and not to disclose the password for using his/her Account, as well as maintaining adequate security measures on the devices on which the App is installed.

Prontopia will not, however, be liable for improper use of the Account by unauthorized third parties.

Prontopia, at its sole discretion and depending on the seriousness of the violation found, even upon the notification of another User, will have the right to suspend or cancel the Account. Prontopia reserves the right to take any further measures deemed most appropriate, also on the basis of the seriousness of the violation, in civil , penal or administrative courts .

In case of non-use for a consecutive period of twelve (12) months the Account will be definitively canceled.

 

  1. Fee and Commission in favor of Prontopia

Prontopia will manage the flow of payments on behalf of the Provider and will transfer the fee accrued by the Provider on a monthly basis, after deducting its commission.

For the management of the Platform and related services, Prontopia will treat a commission as a percentage equal to 25% (twenty fine percent).

The tip that the Customer will recognize to the Provider is free and recommended based on the appreciation of the Work. This payment can be made directly to the Provider in cash or via the Credit Card Platform.

Any extra costs of the Provider, for example for transport (taxi, tickets, etc …) must be paid directly by the Customer.

Payments can be managed with third-party platforms, such as Paypal or Stripe, according to the agreements between Prontopia and Users at the time of payment.

 

5 . Prohibitions

The Provider is always and in any case free to provide his services and conduct any business except that during the performance of the Work to the Customer,

The Provider also undertakes not to carry out in return of payment any promotional activity (tourist or not) during the Work, or to direct, for a third party, the Customer to one or more commercial activities in the same area.

Furthermore, all Users are expressly forbidden to:

  • violate these General Terms of Use, the Policies of conduct and the rules for the processing of personal data of other Users;
  • activate an account if you are not older than 18;
  • use any automated system – malware, robots, offline readers etc … – to access the Platform;
  • collect and / or publish personal identification data extracted from the Platform, including but not limited to names or other information about the Accounts, or use the communication systems provided by the Platform for any reason not explicitly authorized by these General Terms of Use;
  • undertake any action that may, even only potentially (a) interfere, with the proper functioning of the Platform; (b) circumvent the measures used to prevent or limit access to the Platform; (c) unreasonably burden on the Platform’s infrastructure; (d) circumvent or disable the security measures of the Platform, through malware or any other technology that could damage the Platform or Users; (e) violate any Intellectual Property right, trade secrets or other rights of third parties, including rights on data protection;
  • use another person’s account, without his prior and explicit consent;
  • offer services that are unrelated to the Platform or do not comply with the law, such as sexual or any kind of erotic services;
  • take any action that may compromise the effectiveness or accuracy of reviews;
  • register as a Professional without possessing the requirements of law and suitability to perform the service;
  • use the name of Prontopia outside the Platform for any reason or purpose, without the permission of Prontopia;
  • transfer the Account to third parties without the explicit consent of Prontopia, or create a new account for the sole purpose of circumventing any limitations or prohibitions imposed by Prontopia;
  • copy, in manual or automated way, and / or collect, in any way, information on Users, without their prior and explicit consent;
  • carry out actions that at unquestionable judgment of Prontopia can cause an unreasonable overload of activities of the technological infrastructures and of the Platform system;
  • insert malware or use any other system to alter the correct evaluation of geolocation data, for any reason and even to achieve an economic return;
  • to create fictitious profiles or double or multiple profiles;
  • seek economic agreements between Users or impose fees and other costs to other Users outside those provided on the Platform.

 

  1. Limitation of Liability

Except in the cases expressly defined in these GTU, neither Prontopia nor its Providers issue specific guarantees in relation to the Platform or the Work. Similarly Prontopia makes no guarantees on the contents of the Platform, such as maps, on the specific functions of the Platform and on their reliability, availability or ability to satisfy the User’s needs.

The Work is provided “as is”. To the extent permitted by law, we exclude all warranties and also, if applicable, the implied warranty of merchantability and suitability for a particular purpose.

The Provider is personally responsible during the supply of the Work both towards the Customer and Prontopia for any damage or loss that Provider causes. In this regard, the Supplier shall hold Prontopia for any economic request made by the Customer as a result of any damage, patrimonial or non-pecuniary, suffered by the latter during the performance of the Work.

As a self-employed person, it will be the Provider’s duty to provide his own insurance to cover any and all damage to third parties, Customer, Prontopia or himself too.

When permitted by law, Prontopia and Providers shall not be responsible for loss of profits, revenue or data, financial losses or indirect, special, consequential, exemplary or punitive damages. In any case, Prontopia and the Providers will not be responsible for any loss or damage not reasonably foreseeable.

Within the limits of the law, Prontopia’s overall liability for any claim submitted under these terms, including claims for any implied warranties, is limited to the sum paid by the User.

Prontopia, finally, cannot be held responsible for the veracity of the information and data, including personal, input by Users of any violation of third party rights, or the failure to comply with any provisions of law applicable to transactions carried out through Platform and any pecuniary and non-pecuniary damage suffered by Users or third parties in connection with any activity related to the use of the Platform.

Nothing in these GTU or in any additional term will limit the legal rights of consumers to whom it is not possible to renounce by contract.

The User also confirms that he is not being investigated and that he has no convictions for aggression, violence or sexual harassment.

 

  1. Confidentiality

The Provider undertakes that he will not use, nor will he ever, in any way and by any means, the information and / or personal data provided by Prontopia or the Customer for the execution of the Work and, in any case , information, not in the public domain, acquired during the performance of the Work and concerning projects, programs, commercial activities and not of Prontopia.

 

  1. Rights of intellectual and industrial property

Unless specifically agreed in writing, Prontopia in no way grants a license to Users for the use of its Platform.

Prontopia is the exclusive owner of all intellectual and industrial property rights relating to the App, the Website and the Platform, including, without limitation, contents, texts, drawings, databases, know-how, software, data and information contained or connected to the same.

In any case, any intellectual and industrial property rights of softwares or platforms, such as Apple Store and Google Play, are granted in accordance with their general conditions of use.

The User undertakes that, except for operations strictly connected with the use of the Platform and for the purposes mentioned in these GTU, it is forbidden any reproduction, duplication, copy, sale, execution of framing and / or scraping, resale, exploitation in any form or any title, whether for private or commercial purposes, even of single parts, of the Site, the App and the Platform.

For the purposes of these GTU, the Trademarks mean the company, names, domain names, brands, names or other distinctive features of Prontopia or which characterize the Platform.The Supplier shall not use, nor allow third parties under his control to use the Trademarks, without prior consent of Prontopia. The Supplier undertakes not to register, nor to make, in Italy or elsewhere, names, domain names, brands, namessimilar or equal to the Trademarks. Any right of the Supplier to use the Trademarks ceases immediately with the cancellation of the Account.

 

  1. Suspension and Cancellation of the Account

Prontopia constantly checks the quality of the service provided by the Providers, as well as the behavior of the Customer. In this way Prontopia tries to guarantee respect for its principles and values.

If behavioral problems are found during or after the Work or irregularities in the use of the Platform or failure to comply with these GTU, Prontopia reserves the right to suspend the Account of the Provider or of the Customer and in cases of ascertained violation to cancel the Account. Each evaluation will be performed at the unquestionable judgment of Prontopia.

  1. Interruption of the service

The use of the App and access to the Site, or access to the Platform, may be temporarily interrupted in the event of technical problems, to ensure the maintenance of the Platform or possibly in order to comply with current legislation. Such interruptions will be given, if possible, to the Users.

 1 1 . Prohibition of subcontract

The Work is personal and the Provider cannot in any way be substituted by third parties.

Neither the Customer nor the Provider may assign, delegate or transfer the present GTU or, even partially, his own rights or obligations to these consequent, or his own Account without the prior written consent of Prontopia.

Prontopia remains free to transfer, assign or delegate the use of the Platform, the Site or the App and any connected right or obligation to third parties without the consent of the Customer or of the Provider.

 

12 . Competent Law, Exclusive Court and Arbitration

These GTUs are regulated and will be interpreted according to the laws of the State of California, unless specific protections for particular categories of persons are applied, such as, for example, if applicable, the protections envisaged for the consumer in the European Union. Any dispute arising out of or relating to the subject matter of these GTU shall be resolved definitively in Santa Barbara County, California, in accordance with the Rules and Procedures of Simplified Arbitration and Mediation Services, Inc. (“JAMS”) therefore, in practice , by a commercial arbitrator with considerable experience in resolving intellectual property disputes and commercial contracts, which must be selected in the appropriate list of JAMS arbitrators in accordance with these Rules. The judgment on the award issued by that arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the aforementioned obligation to arbitrate disputes, each party has the right to proceed to assert its legitimate rights, in any court of competent jurisdiction.

For all the purposes of these GTU, the Parties accept jurisdiction and exclusive place in state or federal courts located respectively in Santa Barbara County, California, or the Central District of California.

Any arbitration under these Terms will take place on an individual basis: class arbitrations and class shares are not permitted.

 

13 . Miscellaneous

These GTUs are the only ones applicable to the Platform and to the Work and replace any previous agreement between the Parties.

Any amendment hereto shall be in writing under penalty of nullity. The failure of either Party to enforce at any time any right stemming from these GTU, or under the law, shall in no way be construed to be a present or future waiver, within the limitation statutes.

The only authentic text shall be Italian.