Terms of Use

Last Updated: December 7, 2022

General Terms | Prism Cloud Terms

General Terms

Welcome to GraphPad Software (LLC) d.b.a Dotmatics ("GraphPad" or "we" or "us") website hosted at https://www.graphpad.com ("Website" or "site"), software and tools, product support pages, product information and services provided on the Website, and any other affiliate websites or applications related to GraphPad (together, collectively the "Service").

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER:  THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE COMPANY.  PLEASE READ IT CAREFULLY.

Read our Privacy Policy

For information about our data practices, please see our Privacy Policy.  By accessing or using the Site, you (individually and on behalf of the organization or business entity whom you represent) agree that we can collect and use your information in accordance with the Privacy Policy.  

Read our License Agreement

For information about licenses governing your use of the Service, please see the GraphPad Prism License Agreement (the "License Agreement"). By accessing or using the Service, you agree to be subject to the terms and conditions of the License Agreement.

By accessing and using the Service, you agree to abide by the terms and conditions set forth in this Terms of Use, the Privacy Policy and the License Agreement (collectively referred to hereafter as the "Terms of Use").

General Provisions

GraphPad provides authorized users with software and tools for the scientific and business community to simplify data analysis, statistics and graphing.  

Content and Accuracy of Information:  We attempt to ensure that information on this Service is complete, accurate and current.  Despite our efforts, the information on this Service may be inaccurate, incomplete or out of date.  We make no representation as to the completeness, accuracy or currentness of any information on this Service.  

Use of Service Content: All materials provided by the Service, including, but not limited to, software, tools, information, images, graphics, logos, sounds, compilations, content and services ("Materials" or "Content") are protected by and subject to copyright, trademark, patent, trade secret and other laws and are owned or controlled by GraphPad, or their respective partners, vendors, licensors, agents and/or representatives (whether or not such persons are credited as the provider of the Content).  GraphPad reserves all rights in and to the Content not expressly granted to you hereunder. You shall have no rights to the Materials and you shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.

None of the Content may be modified, copied, stored, printed, reproduced, distributed, republished, hosted, performed, downloaded, displayed, posted, reposted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, recording, or other means, without the prior express written permission of GraphPad.  Also, you may not "mirror" or "archive" any Content contained on the Service on any other server without GraphPad's prior express written permission.

You may not sublicense, assign or transfer any licenses granted by GraphPad, and any attempt at such sublicense, assignment or transfer shall be null and void. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works of the Materials or Content.

Except where expressly provided otherwise by GraphPad, nothing on the Service shall be construed to confer any license or ownership right in or to the Materials, under any of GraphPad's intellectual property rights, whether by estoppel, implication, or otherwise.  

Any unauthorized use of any Materials contained on the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes.  It is the Users' obligation to comply with all applicable state, federal and international laws. Users are responsible for maintaining the confidentiality of their account information and password and for restricting access to such information and to their computer.  Users agree to accept responsibility for all activities that occur under your account or password.

Termination: You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason.  We reserve the right to change, suspend, or discontinue all or any aspect of this Service at any time without notice.

Membership Eligibility

Registration for membership at the Site is subject to the following additional terms and conditions:

Age: The Service is available only to, and may only be used by, users (including individuals who are 18 years of age and older, organization and business entities), and who can form legally binding contracts under applicable law.  By registering with the Site, you represent and warrant that you are at least 18 years old and that all registration information you submit (either on your own behalf or on behalf of the organization or business entity whom you represent) is accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of GraphPad to any person or entity and change the eligibility criteria at any time.  This foregoing is void where prohibited by law and the right to access GraphPad is revoked in such jurisdictions.

Authority: If you are registering as a business entity, university, or organization, you personally guarantee that you have the authority to bind the entity you are acting on behalf of to this Agreement.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify GraphPad of any unauthorized use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than GraphPad without our express written permission.

Account Information: You must keep your account information, including a valid email address, up-to-date and accurate and up to date at all times.  You may update your account information at https://www.graphpad.com/myaccount/

Account Transfer:  The access rights granted to you under this Agreement are non-transferable without our express written permission. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without our prior written consent, which may be withheld in our reasonable discretion.  Any attempted assignment or other transfer without such consent shall be void, and any such attempt shall be deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement are freely assignable by GraphPad. As used herein, the terms "assignment" and "transfer" shall include (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership.

Right to Refuse Service: We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time.

Compliance: You agree to abide by our policies as stated in this Agreement and the policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by GraphPad, each of which is incorporated herein by reference and each of which may be updated by GraphPad from time to time without notice to you.

SUBSCRIPTION TERMS AND CONDITIONS

A subscription allows registered members (and individuals authorized by the registered member to access the Service) (hereafter, "Authorized User" or "Authorized Users") to access the Service. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the GraphPad interface (i.e. online checkout process), or in some cases, via an order form entered into between registered member and us (hereafter, the "Order Form"). Please see How to Buy for more information on procuring subscriptions and adding new Authorized Users. Each Authorized User must agree to the Terms of Use to activate their subscription. Subscriptions commence when we make them available to the registered member and continue for the term agreed upon and as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is simple. Unless the Order Form says otherwise, registered members may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date. Please note these additional terms and conditions for Subscriptions:

  • To obtain a subscription, you will need to (1) enter your billing account information, (2) select a monthly, or annual subscription and (3) select the number of Authorized Users.
  • Please note by purchasing a subscription, you (individually or on behalf of the organization or business entity who you represent) are agreeing to pay and authorize GraphPad to automatically charge your credit card the applicable fee shown on the Order Form each month (or year if applicable) unless and until you cancel.

  • Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the GraphPad interface or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-authorized user pricing during any automatic renewal term will remain the same as it was during the immediately prior term.

    • By way of example, if you initially purchased an annual subscription for five (5) Authorized Users, but increased the numbers of Authorized Users to ten (10) before the end of that annual period, your subscription renewal will incur a charge of the annual subscription fee (at the then-current price) for the then-current 10 Authorized Users.
  • Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscription from automatically renewing. Absent cancellation or non-renewal, your subscription will be automatically renewed and billed for an additional period of the chosen subscription (whether monthly, multi-month or annual) upon the expiration of the applicable period.
  • Subscriptions that are billed on a monthly, multi-month or annual basis must be canceled prior to the applicable automatic recurring billing date in order to avoid being charged an additional fee for the applicable period. We will save your credit card information for use on all future purchases. All subscription charges are not refundable or prorated upon cancellation.
  • If your payment method reaches its expiration date and you do not edit your credit card information or cancel your account, you authorize us to continue billing that credit card on file including extending the expiration date until we are notified by you or the credit card company that the account is no longer valid. We encourage you to constantly update your payment method information or cancel your account should you wish to discontinue your membership with us.

  • If you wish to cancel your subscription, you must contact GraphPad before the 10th day of each month (for monthly subscriptions) or the 10th day prior to the commencement of the new multi-month or yearly period by contacting us at graphpad.com/go/support.

  • GraphPad reserves the right to modify prices charged for subscriptions (whether monthly, multi-month or annual) by providing notice to you of the pricing change. However, that pricing change will not apply until your existing subscription period (whether monthly, multi-month or annual) expires. The pricing change will take effect upon subscription renewal.
  • Subscription fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Registered members are responsible for paying all Taxes associated with its/his/her purchases.

PRISM PERPETUAL LICENSE TERMS AND CONDITIONS

By purchasing a Prism perpetual license or upgrade through the GraphPad.com website, directly from GraphPad's official sales office, any of GraphPad's affiliates (such as resellers), or other authorized third parties, you are entitled to download and install the specific Prim major version purchased (for example, Prism 8), and any minor updates for that major version available at the time of purchase (for example, Prism 8.1.0).  Each perpetual license grants you one serial number, which can only be activated on a single physical device or virtual client. You must purchase separate perpetual licenses for each device or virtual client that you wish to activate.  Visit graphpad.com/go/support if you need to re-activate a license on a different device.  Your license does not include upgrades to newer or future major versions (for example, if you purchased Prism 8, you may not upgrade to Prism 9 for free, or any other future major versions).  Furthermore, GraphPad does not guarantee any software updates after the time of purchase, and you agree to waive all claims to any available software updates (including, but not limited to, bug fixes and minor features) released beyond one year after your original license purchase date.  You accept GraphPad's right to review license usage and revise its terms from time to time to ensure compliance, and that GraphPad may revoke and disable any licenses (and associated activations) that are deemed to be in violation of the aforementioned terms.  In the event of any inconsistency between these terms and any other agreement, these terms and conditions shall prevail.

NOTICE RELATED TO SOFTWARE

Any software that is available to download is the copyrighted work of GraphPad and/or its third party suppliers.  Use of the Software is governed by the License Agreement (referenced above), which is included with the Software.  The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties.

Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the License Agreement accompanying such Software.

LINKS TO THIRD PARTY SITES

The website or application may contain links or have references to websites controlled by parties other than GraphPad.  GraphPad is not responsible for and does not endorse or accept any responsibility for the contents or use of these third-party websites.  GraphPad is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GraphPad of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by GraphPad.  It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GRAPHPAD OR ANY THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE WEBSITE AND THE SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, SOFTWARE, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF CUSTOMER'S BREACH, OR RELATED TO ITS INDEMNITY OBLIGATIONS.

DISCLAIMER OF WARRANTIES

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GRAPHPAD, THE MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS," AND ARE FOR USE AS CONTRACTED HEREIN.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, GRAPHPAD AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE WEBSITE, THE MATERIALS, AND THE GOODS AND SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. GRAPHPAD AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRAPHPAD AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER GRAPHPAD NOR ITS THIRD-PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GRAPHPAD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GRAPHPAD, THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN "AS IS" BASIS.  GRAPHPAD EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO THE QUALITY OF GOODS AND/OR SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. YOU USE THIRD PARTY PROVIDERS AND AFFILIATED SERVICES AT YOUR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES.

YOUR RESPONSIBILITIES

Users will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which GraphPad controls and operates the Service associated therewith.  

SUBMISSIONS

Except where expressly provided otherwise by GraphPad, all comments, feedback, information and data submitted to GraphPad through, in association with or in regard to the Service ("Submissions") shall be considered non-confidential and non-proprietary.  Except as expressly enumerated in the preceding sentence, by providing such Submissions to GraphPad, you agree to assign to GraphPad, as consideration in exchange for the use of the Service, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions.  You represent that you have the right to grant GraphPad these rights. GraphPad shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not GraphPad, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.  

NOTICES

GraphPad may give notice by means of a general notice on the website, app, or by electronic mail to your e-mail address on record in GraphPad's account information.  All notices shall be deemed to have been given four days after mailing or 36 hours after sending by email or posting to the Website.

Furthermore, GraphPad complies with the Digital Millennium Copyright Act ("DMCA").  Any notices given pursuant to the DMCA shall be given to the GraphPad designated agent via graphpad.com/go/support or via registered US mail sent return receipt to: DMCA Compliance Agent, GraphPad Software, LLC, 225 Franklin Street. Fl. 26 BOSTON, MA 02110, USA.

You may give notice to GRAPHPAD at any time by letter sent by registered mail with return receipt to: GraphPad Software, LLC, 225 Franklin Street. Fl. 26 BOSTON, MA 02110, USA.

RESOLUTION OF DISPUTES - MANDATORY ARBITRATION AND CLASS ACTION WAIVER

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with GRAPHPAD or its Third Party Providers in connection with the use of this Service.  Please read this section carefully. Our Customer Service Department, which you can reach at graphpad.com/go/support can help you resolve most of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.

Step 1. Notice of Dispute

You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a "Notice of Dispute" with any supporting documents or other information by U.S. Mail to:

GRAPHPAD SOFTWARE, LLC

Attention: Notice of Dispute

225 Franklin Street. Fl. 26
BOSTON, MA 02110

A "Notice of Dispute" is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us.  Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below.

You agree that the term "Dispute" in these Terms of Use will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website, the Services, the Terms of Use (or any breach thereof) - whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.

Step 2: Arbitration

If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us.  As explained below, you and we also may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.

By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all Disputes.

To read more about arbitration, visit www.adr.org. The American Arbitration Association ("AAA") will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules here: https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here: https://www.adr.org/sites/default/files/Commercial%20Demand%20for%20Arbitration.pdf. The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send to the administrator of your arbitration or us.  If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by you and us, by telephone, or in person.

Class Action Waiver

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Costs

If you initiate an arbitration proceeding with the AAA, we will promptly reimburse you for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys' fees and costs, subject to the arbitrator's determination and applicable law.

Small Claims Option

You may also litigate any Dispute in Small Claims Court in the County of Los Angeles, California, if the Dispute meets all requirements to be heard in the small claims court. You can learn more about the Small Claims Court in the County of Los Angeles by clicking here: http://www.lacourt.org/division/smallclaims/smallclaims.aspx.  However, if you initiate a Small Claims case, you are responsible for all your court costs.

Choice of Law and Forum Selection

You agree that the laws of the State of California govern this agreement and any claim or Dispute or issues arising from it, without regard to California's conflict of laws rules. Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in the County of Los Angeles in the State of California and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Governing Law & Exclusive Venue

Use of the Service and any claim relating to GraphPad shall be governed by the laws of the State of California and litigated in the State of California.  Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Use or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in California. The choice of law of and exclusive venue in California apply to you regardless of where you are accessing the Website from even if you are accessing the Website from outside of the United States of America.  

The Terms of Use (together with the Privacy Policy and License Agreement) represent the parties' entire understanding relating to the use of the Website and/or Service and supersedes any prior or contemporaneous, conflicting or additional, communications. GraphPad reserves the right to change these Terms of Use or policies relating to the Service at any time and from time to time, and such changes will be effective upon being posted herein.  You should visit this page from time to time to review the then current Terms of Use because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Your continued use of the Service after any such changes and/or postings shall constitute your consent to such changes. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

You may not assign these Terms of Use without the prior written approval of GraphPad.  Any purported assignment in violation of this section shall be void. GraphPad reserves the right to use third party providers in the provision of the Service and/or Materials associated therewith.  In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Use, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.  Any and all rights not expressly granted herein are reserved by GraphPad.

Prism Cloud Terms of Use

Welcome to Prism Cloud. Prism Cloud is a web-based service that allows eligible Prism users to share their Prism projects within a group network of collaborators to receive feedback. These Prism Cloud Terms of Use govern your use of Prism Cloud and the related documentation in conjunction with your active subscription to Prism (the "Service"). The Terms of Use for Prism (the "Service") are incorporated herein. In the event of conflict between the provisions of the Prism Cloud Terms of Use and Terms of Use for the Service, the provisions of the Prism Cloud Terms Use shall prevail. By accessing or using Prism Cloud, you agree to be subject to the terms and conditions set forth in these Prism Cloud Terms of Use. GraphPad Software, LLC and its affiliates ("GraphPad") reserves the right to modify these Prism Cloud Terms of Use at any time and for any reason, including ceasing to provide Prism Cloud.

** BETA RELEASE **

You have been invited to trial Prism Cloud prior to its official launch during a limited, pre-release Beta period. GraphPad shall have no liability under the Prism Cloud Terms of Use, up to and including any indemnification obligations, arising out of, or related to any use of Prism Cloud during the Beta trial period by you, your authorized users and your group network of collaborators and any other users accessing the Prism Cloud service through you or your group. Any use of the Beta release of Prism Cloud will be solely at your own risk and may be subject to additional requirements as specified by GraphPad. Prism Cloud is still in development and GraphPad may change aspects of the Prism Cloud at any time, including prior to general release. GraphPad is not obligated to provide support for Prism Cloud during the Beta period and GraphPad may, at its sole discretion, cease providing Prism Cloud as a web-based service available for use with the Service during the Beta period. GraphPad reserves the right to invite and exclude select customers to participate in the free trial of the Beta release of Prism Cloud subject to certain operational considerations and feature capabilities.

GENERAL PROVISIONS

License Granted

Subject to these Prism Cloud Terms of Use, GraphPad grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the GraphPad Prism Cloud service and any related user documentation.

Acceptable Use

Prism Cloud is available to invited customers with a current paid subscription to the Service, subject to the following exclusions and restrictions:

  • Perpetual license customers are prohibited from using Prism Cloud.
  • All Users are subject to the Export Control provisions provided herein.

Your access to Prism Cloud terminates at the end of the Beta free trial period, or upon end of a paid subscription, as applicable.

Beta free trials and paid subscription customers will receive a Workspace to collaborate on their projects with a number of Creator seats equal to the number of seats under their subscription.

Prism Cloud is intended to provide a cloud-based environment for our customers to share Prism projects (i.e., data tables, analysis results, graphs and layouts) created by the Prism Desktop Application exclusively for scientific research purposes, and to be able to view in a web browser and receive feedback (comments) from authorized users within a group network of collaborators.

You are solely responsible for the content of your submissions to Prism Cloud and agree not to engage in any of the following Prohibited Uses and to assume the following Responsibilities:

Prohibited Use

In using Prism Cloud, you agree that you will not:

  • Publish, post, upload, distribute or disseminate any information or content that infringes any intellectual property rights of any party.
  • Publish, post, upload, distribute or disseminate any files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any similar software or programs.
  • Publish, post, upload, distribute or disseminate any content that may be reasonable deemed to be unrelated to scientific research purposes.
  • Violate any applicable laws or regulations.

Your Responsibilities

You represent and warrant that you have the full authority and legal right to publish, post, upload, distribute or disseminate the Content to Prism Cloud.

You shall be solely responsible for the Content and the consequences of its publication, posting, uploading, distribution or dissemination via Prism Cloud.

You are responsible for ensuring that you do not accidentally make or cause any private or unauthorized content available to unauthorized parties via Prism Cloud.

You are solely responsible for any negative consequences or legal responsibility resulting from misuse of Prism Cloud related to any Content that you publish, post, upload, distribute or disseminate, or cause to be published, posted, uploaded, distributed or disseminated via Prism Cloud.

We make no claims related to content ownership, nor do we control or endorse the Content that you may publish, post, upload, distribute or disseminate via Prism Cloud. Content remains under your ownership and control.

Any use of Prism Cloud by you that violates the customer responsibilities listed herein shall be found to be in violation of this Agreement.

You agree that, unless otherwise specifically provided in this Beta license or agreed by GraphPad in writing, the product and the documentation, including the specific design, structure, and "the look and feel" of the product provided to You by GraphPad constitute GraphPad's intellectual property and are the confidential and proprietary information of GraphPad. You agree to permit only authorized users, who possess rightfully obtained authorization from GraphPad, to use the product and to view the documentation, and agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of GraphPad. Furthermore, You agree to implement reasonable security measures to protect such confidential information, but without limiting the foregoing, You agree to use best efforts to maintain the security of the product and agree to use your best efforts to cooperate with and assist in identifying and preventing any unauthorized use, copying, or disclosure of the software, documentation, or any portion thereof. In consideration for the discounted pricing provided to you under this Beta license, You assume the entire risk as to the quality, and performance of the covered product (or the support services provided hereunder) and the information generated thereby.

Our Rights

GraphPad has no obligation to monitor your use of Prism Cloud. However, we reserve the right to review materials posted to Prism Cloud and to remove any materials in our sole discretion. We make no guarantees to store or backup content that you may publish, post, upload, distribute or disseminate via Prism Cloud for expired/lapsed free trials or subscriptions. It is your responsibility to ensure that your subscription remains active to preserve your Content.

We reserve the right to disable any users or Workspaces in Prism Cloud that are found to be in violation of these terms.

We reserve the right to terminate your access to Prism Cloud at any time, without notice, for any reason whatsoever.

Disclaimer of Warranties

PRISM CLOUD AND THE RELATED DOCUMENTATION IS PROVIDED AS-IS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUORY. GRAPHPAD EXPLICTLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NONINFRINGEMENT. BY USING PRISM CLOUD, YOU ASSUME THE ENTIRE RISK OF THE RESULTS.

WITHOUT LIMITING THE FOREGOING, GRAPHPAD AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT AND WARRANT THAT THE OPERATION OR USE OF PRISM CLOUD OR THE RELATED USER DOCUMENTATION WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; THE QUALITY OF PRISM CLOUD AND RELATED USER DOCUMENTATION WILL MEET YOUR REQUIREMENTS; THAT YOUR DATA WILL NOT BE LOST OR COMPROMISED, OR THAT THE SERVICES, MATERIALS, OR THE SYSTEMS THAT ACCESS PRISM CLOUD ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT NEITHER GRAPHPAD NOR ITS THIRD-PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ACCESS TO PRISM CLOUD MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GRAPHPAD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GRAPHPAD.

FURTHER PROVIDED, GRAPHPAD AND ITS THIRD PARTY PROVIDERS PROVIDE NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF A MODIFICATION OF PRISM CLOUD ENVIRONMENT MADE BY ANYONE OTHER THAN GRAPHPAD, UNLESS WE APPROVE SUCH MODIFICATION IN WRITING, OR ANY USE OF PRISM CLOUD OTHER THAN AS SPECIFICALLY AUTHORIZED BY THESE TERMS OF USE AND THE RELATED USER DOCUMENTATION.

Limitation of Liability

IN NO EVENT SHALL GRAPHPAD BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE PRISM CLOUD AND THE DOCUMENTATION ASSOCIATED THEREWITH, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF GRAPHPAD HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE THEN-CURRENT TERM OF YOUR LICENSE TO USE PRISM CLOUD. YOU SHALL BRING NO ACTION FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS TERMS OF USE MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF ANY CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE FOREGOING DISCLAIMER FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

You agree to defend, indemnify, and hold harmless GraphPad and its third party providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use.

Export Regulations.

Your use of Prism Cloud and the related user documentation is subject to US export control laws and regulations, including the US Export Administration Act and its associated regulations, and may be subject to export or import laws and regulations of other countries. You shall not, directly or indirectly, export, re-export, or release Prism Cloud or the related user documentation, or make Prism Cloud or the related user documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Without limiting the foregoing and for the sake of clarification, you shall not, directly or indirectly, export, re-export, or release Prism Cloud or the related user documentation, or make Prism Cloud or the related documentation accessible to China, Iran, Cuba, North Korea, Syria, Russian, the Crimea, Donetsk and Luhansk regions of Ukraine, as well as any other country currently on the OFAC sanctioned countries list.