Acceptable Use Policy

This “Acceptable Use Policy” or “AUP” is an agreement between you (“Customer”, “you” or “User”) and Prolydian, LLC (“we,” “us” or “our”), the creator and owner of the Prolydian software platform (the “Software”) available as “Software as a Service” or “SaaS” which you access remotely through an Internet connection. In this AUP, we refer to the SaaS as simply “Prolydian”.

This AUP, together with our Privacy Policy, govern your use of Prolydian. This AUP and the Privacy Policy are effective the first time you access Prolydian, and your access means that you agree to be bound by them. Please read this Acceptable Use Policy carefully, because it will govern all of your access and use Prolydian and you will be expected to abide by it. If you do not agree with the terms and conditions in this Acceptable Use Policy, do not access or use Prolydian.
You must be at least 18 years old to be a registered user to access and use Prolydian software to build and/or share content. Anyone who logs into Prolydian as a registered user is representing to us that you are at least 18 years old.
We reserve the right to change this AUP at any time. Prolydian will announce changes to our AUP in two ways: 1. All Prolydian admins and users will receive an email notification summarizing the changes made; and 2. Issuing an alert to all Prolydian users upon their next login. The most current version of the AUP may be accessed by visiting our website at https://www.Prolydian.com and selecting the “Acceptable Use Policy” link, which is available at the bottom of every page of the Prolydian website.
When you use Prolydian, you will work with two kinds of information: “Prolydian Content” and “Your Content.” “Prolydian Content” is the material and content including (without limitation), text, graphics, logos, and the Prolydian software itself, which you access through our website. In comparison, “Your Content” is what you provide, such as original text, documents, images, videos, audio files, course content, and other materials, as well as information related to them (for example, location tags in photographs).
You are solely responsible for Your Content. That means that you must either own Your Content, or license it or have all of the rights and permissions you need to copy, upload, or share Your Content, and to give us the limited license below. If you don’t own it, it is probably the intellectual property of someone else, and legally protected. Please don’t infringe their rights. If you do, you will indemnify and hold Prolydian, LLC, and its officers, directors, employees, agents, contractors, licensors, other content providers and service providers, (the “Indemnified Parties”) harmless from any third party claims, losses, settlements, damages, judgments, awards and costs, including reasonable attorneys’ fees, of the Indemnified Parties, arising out of your infringing activities.
You represent and warrant that Your Content does not and will not include, and you have not and shall not upload or transmit to Prolydian, any data (“Excluded Data”) regulated pursuant to the Payment Card Industry Data Security Standard (PCI DSS) or pursuant to any law, rule, order or regulation of any governmental entity having jurisdiction over such data (the "Excluded Data Standards and Laws"). YOU RECOGNIZE AND AGREE THAT: (a) PROLYDIAN HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) PROLYDIAN’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
Nothing in this AUP gives us any ownership or rights to Your Content, except to the limited extent we need rights to operate Prolydian and make it available to you. For example (but without limitation), we will need to access, duplicate, move, store, process and/or transmit Your Content so we can provide you with Prolydian features like editing, sorting, searching and previewing documents and displaying thumbnails of photographs. You give us a royalty-free and non-exclusive limited license to do those and other things for solely the purpose of operating Prolydian and making it available to you and your end users.
You also agree that we may review your conduct and Your Content to be certain you are abiding by this AUP. However, we have no obligation to do so. We also reserve the right to remove some or all of Your Content if you violate this AUP or if we believe, in our discretion, that Your Content we remove is infringing someone else’s intellectual property rights or violates this AUP.
Prolydian grants you a revocable, non-exclusive, and limited license to access and use Prolydian. This limited license gives you the right to access the Website and use Prolydian and the Prolydian Content for your personal, non-commercial use, as well as to create test content for sale to others. If you create test content for others, they receive a sublicense through the multi-branding process to use the Prolydian Content only in connection with the test item(s) you create for them. The Prolydian Content may be stored on a computer incidental to accessing test content you create, cached by a Web browser, printed as long as it is a reasonable number of copies, and otherwise reproduced and used in connection with test content created using Prolydian. You, and your sublicensees (if any), may not otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Prolydian Content, In addition, you may not rent out or lease your access to the Website and Prolydian to anyone else, unless your subscription plan specifically allows you to do so. If we believe that you, any of Your Content, your information, or your access and use of Prolydian may create a liability for us or compromise or disrupt the use of Prolydian, or threatens the personal safety of any User or the public, or create a liability for us, we reserves the right to, without notice, remove such information from Prolydian and/or terminate this AUP and/or revoke your license. You agree that we may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, and that we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Prolydian.
You may use Prolydian only for lawful purposes and in accordance with this AUP. You agree not to access or use Prolydian:
1. In any way that violates any applicable federal, state, local or international law or regulation.
2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
3. To publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence.
4. To advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment.
5. To store, publish or share material that’s fraudulent, defamatory, or misleading.
6. In any way that violates the privacy or infringes the rights of others.
7. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation or unsolicited communication.
8. To impersonate or attempt to impersonate another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing, or send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”).
9. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Prolydian, or which, as determined by us, may harm us or other Prolydian Users or expose them to liability.
10. Access or use Prolydian in any manner that could disable, overburden, damage, or impair the site or interfere with anyone else’s access or use of Prolydian.
11. Use any robot, spider or other automatic device, process or means to access Prolydian for any purpose, including monitoring or copying any of the material on Prolydian.
12. Use any manual process to monitor or copy any of the material on Prolydian or for any other unauthorized purpose without our prior written consent.
13. Use any device, software or routine that interferes with the proper working of Prolydian.
14. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
15. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Prolydian, the server on which Prolydian is stored, or any server, computer or database connected to Prolydian.
16. To probe, scan, or test the vulnerability of any system or network.
17. To breach or otherwise circumvent any security or authentication measures.
18. Attack Prolydian via a denial-of-service attack or a distributed denial-of-service attack.
19. Otherwise attempt to interfere with the proper working of Prolydian.
We are dedicated to establishing relationships with Users based on respect for personal identity and information. We will not share or divulge any personal or identifying information it may acquire unless required to by law or a court of competent jurisdiction. We have taken reasonable steps to ensure that the information input or uploaded into Prolydian will remain secure. However, the security of a User’s information is dependent on a number of factors, many of which are beyond our control. For that reason, Prolydian, LLC, does not warrant or guarantee that your or a User’s information cannot be erased, downloaded, viewed or otherwise accessed by third parties.
You are fully responsible for the use of Prolydian, the information input or uploaded into Prolydian, for reviewing and monitoring such information, and for allowing access to such information by third parties. Prolydian, LLC, is not responsible for any errors, omissions, or misinformation stored in or displayed by or through Prolydian.
Your access to Prolydian may have been made available through your company, agency, department, school, school system, or other educational institution (collectively, the “Organization”), which paid us a license fee for that access. You acknowledge that, at any time, your access to Prolydian may be terminated either by the Organization, for the non-payment of the required fee(s), or another reason beyond your control. If that occurs, Prolydian will have no further obligation or liability to you unless or until a remedy is in place or an alternate access is arranged.
You must obtain and pay for all equipment and third-party services required for you to access Prolydian, and you are responsible for all charges and expenses related to such equipment and third-party services.
This Agreement will remain in effect for so long as you have access to Prolydian, either through the ASP or any of the ASP’s successors or assigns.
We have no obligation whatsoever to retain, store, backup or make available any Prolydian Content, Your Content or other information, provided however, that we may, at our sole option and discretion, backup and/or store any of the foregoing, or retain copies of the same for legal and archival purposes.
PROLYDIAN IS PROVIDED “AS IS” AND WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION OR OPERATION OF PROLYDIAN. WE DO NOT WARRANT THAT ACCESS TO OR THE USE OF PROLYDIAN WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT PROLYDIAN WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING PROLYDIAN AND ANY SUCH STATEMENTS BY A THIRD PARTY SHOULD NOT BE INTERPRETED AS SUCH.
You understand that we cannot and do not guarantee or warrant that files or other content available for downloading from the Internet or Prolydian will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. USE OF PROLYDIAN IS AT YOUR RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE USE OF Prolydian AND THE INPUT OR UPLOADING OF ANY INFORMATION INTO Prolydian. YOU AGREE THAT WE WILL NOT BE LIABLE FOR LOSS OR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE PROLYDIAN, OR CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF PROLYDIAN OR ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH PROLYDIAN OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. ANY CLAIMS WITH RESPECT THERETO ARE HEREBY WAIVED, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
WE ARE NOT RESPONSIBLE IN ANY WAY, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES WHICH COULD LEAD TO THE INTERRUPTION OF ACCESS TO PROLYDIAN, INCLUDING, WITHOUT LIMITATION, OUTAGES OR DEGRADATION OR FAILURE OF TELECOMMUNICATION SERVICES, AND OTHER CIRCUMSTANCES BEYOND OUR CONTROL.
All programs, software, processes, designs, technologies, trademarks, trade names, inventions and materials comprising Prolydian are wholly owned by Prolydian, LLC. No title or interest in Prolydian is granted hereby. You agree that you will not, nor attempt to, reproduce, download, access, hack, reverse engineer or otherwise misappropriate Prolydian or any Prolydian Content.

This AUP is governed by the substantive law of the State of Florida, United States of America, without regard to its statutes concerning conflicts of laws. The venue for any dispute arising under this AUP is in the State of Florida, Leon County. dispute resolution procedures and choice of law provisions set out in sections 12.5-12.9 of the Prolydian SaaS contract If any provision of this AUP is held by a court of competent jurisdiction to be invalid, the remaining provisions will remain in full force and effect. This AUP may be modified only by Prolydian, which may change its terms at any time without notice.