WindChime Terms of Service

Effective Date: 12/20/2023

These Terms of Service (“Terms”) govern your access to and use of the www.windchime.app website (the “Website”) and the WindChime mobile applications, platform, portals and services (collectively, the “Services”). You agree that by visiting the Services or by registering or using the Services, you are entering a legally binding agreement with WindChime Family LLC. (“WindChime”) based on the Terms, Privacy Policy, and, as applicable the Subscription Terms, which are hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. BY CLICKING ON THE “CREATE ACCOUNT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH WINDCHIME, AND (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION IS ACCURATE AND COMPLETE. THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH WINDCHIME, YOU MAY NOT ACCESS OR USE THE SERVICES. PLEASE REVIEW THE DISPUTE RESOLUTION PROVISION SET FORTH BELOW. YOU ARE REQUIRED TO RESOLVE DISPUTES WITH WINDCHIME ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.

1. WindChime as a Platform Provider.

WindChime provides a software platform (the “Platform”) that allows its users to store data, photographs, documents, materials, and/or other content (collectively, “User Content”) in a single online location on the Platform, access to which is controlled by the User. Each User location storing User Content is referred to as an “Account”.

A. Account Owners: You are responsible for (i) managing your Account and the User Content that you upload, transmit, post or otherwise make available for the Services; (ii) selecting who can access your Account and what those individuals can see and do in your Account; and (iii) ensuring that your contact information is up to date. Depending on the permissions selected by you, other users may delete and/or modify the User Content in your Account. User Content that is deleted cannot be retrieved except under limited circumstances and any such retrieval will incur an additional fee. WindChime will not be liable for any damages or losses that occur as a result of your use of the Services or from a third party’s actions. Any third-party to whom you provide or otherwise make available User Content via the Services will be permitted to use the User Content to the same extent as if you provided it directly to that third party. When a User accesses your Account, you may be provided with location data for such User, however, you may opt-out from such location notifications. Before uploading any information to the Services or providing access to a User, please familiarize yourself with your account settings to understand which users may access the User Content in your Account and the permissions associated with such access, as well as any users that you may have blocked from your Account. In the event of your death, your Account Co-Owner (if any) may request the release of your Account. If you do not have an Account Co-Owner, or if your Account Co-Owner is also deceased, then your Keyholder (if any) may request the release of your Account. In order to be appointed as Keyholder for your account, such person must have a valid account and phone number with WindChime, be added as an “Invited User” to your Account, and have accepted your invitation to become a “Keyholder”. Note that WindChime will not release your Account to any blocked users. For more information, see Section 1.B. “Account Co-Owner”, Section 1.D. “Keyholders”, and Section 8 “Death of an Account Owner”. You expressly agree not to name WindChime as a party in any dispute you have with any third-party related to User Content or Account Access.

B. Account Co-Owners: If an Account Owner selects you as an Account “Co-Owner” and your access has not been blocked, then you will have all the same rights and responsibilities with respect to the Account as an Account Owner except that Co-Owner (i) may not remove an Account Owner’s access to the Account or add, change, block, or delete a Co-Owner, and (ii) does not have payment responsibility for the Account. The Co-Owner is responsible for the User Content that is uploaded, transmitted, posted to an Account by Co-Owner, or otherwise made available for the Services by the Co-Owner. You acknowledge and agree that an Account Owner may receive your location information when you access an Account. You further acknowledge that an Account Owner may terminate or temporarily block your access to the Owner’s Account at any time and that you may lose access to any User Content that you provided to an Owner’s Account. In the event of an Account Owner’s death, you may request the release of an Account Owner’s Account to you within the account settings of the applicable Account, provided that you (i) were not blocked by the Account Owner and (ii) provide certain documentation, which includes, but may not be limited to, the Account Owner’s death certificate. The Co-Owner must respond to WindChime within designated time frames and complete the documentation in order to release the Account, and if such requirements are not met, Co-Owner will be required to restart the process. Once the Account is released, WindChime will provide Co-Owner with one year of free access to the deceased Account Owner’s Account, subject to these Terms. During this time, Co-Owner may view or download User Content from the deceased Account Owner’s Account but may not delete, edit, or add new content. WindChime will not be liable for any damages or losses that occur as a result of your use of the Services or loss of access to an Account or from a third party’s actions. You expressly agree not to name WindChime as a party in any dispute you have with any third-party related to User Content or Account Access.

C. Invited Users: Account Owners may provide Account access to a third parties, each an “Invited User”. Invited Users access rights will be determined by the Account Owner or Account Co-Owner, as applicable. The Invited User is responsible for the User Content that is uploaded, transmitted, posted to an Account, or otherwise made available for the Services by the Invited User. You acknowledge and agree that your location information when you access an Account. You further acknowledge that your access to the Owner’s Account may be terminated or blocked any time and that you may lose access to any User Content that you provided to an Owner’s Account. WindChime will not be liable for any damages or losses that occur as a result of your use of the Services or loss of access to an Account. You expressly agree not to name WindChime as a party in any dispute you have with any third-party related to User Content or Account Access.

D. Keyholders: A Keyholder is a party that is authorized to request the release of an Account after the death of an Account Owner (and Account Co-Owner, if applicable), provided that the Keyholder’s access has not been terminated or blocked. A Keyholder must have a valid account and phone number with WindChime, be added as an “Invited User” to the applicable Account, and have accepted the Account Owner’s invitation to become a “Keyholder”. In the event of an Account Owner’s death, the Keyholder may notify WindChime within the account settings of the applicable Account and provide documentation of the Account Co-Owner’s death. If the Account Owner selected an Account Co-Owner, the Keyholder must also provide documentation of the Account Co-Owner’s death. Documentation shall include, but is not limited to, death certificates of the deceased party(ies). Keyholder must respond to WindChime within designated time frames and complete the documentation in order to release the Account, and if such requirements are not met, Keyholder will be required to restart the process. Once the Account is released, WindChime will provide Keyholder with one year of free access to the Account, subject to these Terms. Keyholder may view or download User Content from the released Account but may not delete, edit, or add new content. For more information, see Section 8 “Death of an Account Owner”. You expressly agree not to name WindChime as a party in any dispute you have with any third-party related to an Account related to your role as a “Keyholder”.

E. User Content Deletion: If your access to the Services is suspended or terminated due to non-payment or for any other reason, WindChime may permanently delete your User Content and your Account from the Services as described in Section 8 below. If you wish to access your User Content within 60 days of termination or suspension of your account, you may do so by renewing your subscription. . After 60 days, WindChime may, in its sole discretion, charge an additional fee for providing you with copies of your User Content or may not otherwise be able to satisfy your request for copies. WindChime will not be responsible for any damages or losses that occur as a result of the deletion of your User Content or Account and will not be responsible for your failure to receive notification that your User Content or Account will be deleted.

F. Security Protocols: The Platform is subject to industry standard security protocols (“Security Protocols”). Nevertheless, you expressly acknowledge that your Account may be subject to unauthorized access, use or disclosure even if the Security Protocols are properly followed by WindChime and that WindChime will not be responsible for any damages, losses or harm that occur related to any unauthorized access, use or disclosure of User Content from an Account.

2. Basic Terms

You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with WindChime and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services. If you are under 18 years of age, you may not use the Services for any reason. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, WindChime may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for WindChime granting you access to and use of the Services, you agree that WindChime, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.

3. Privacy

Any information that you provide to WindChime is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States for storage, processing and use by WindChime. As part of providing the Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your WindChime account, which you may not be able to opt-out from receiving.

If you send or authorize WindChime to contact or send an invitation to a third-party to join or use the Services, you are expressly representing that the third-party has requested to join the Services or to receive the information and that any communication extending the invitation was sent in accordance with applicable law. If you provide the personal information of any third party as part of your account setup or for any other reason, you expressly represent that you have the full consent of the data subject and the full right and authority to provide WindChime with the information to be used in accordance with these Terms and the Privacy Policy.

4. Passwords

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We require you use “strong” passwords and two factor authentication with your account and with other accounts that you may connect to your WindChime account. WindChime cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Every user of the Services is required to have their own access account—account sharing is strictly prohibited. You are expressly prohibited from allowing any third-party access to the Services via your account.

5. Content on the Services

Please be aware that WindChime does not verify the accuracy any information available on the Services, including User Content. Any use or reliance on any User Content or other information you obtained through the Services is at your own risk. You understand that by using the Services, you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will WindChime be liable in any way for any User Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

WindChime does not claim ownership rights in any User Content. However, in order for WindChime to make User Content available on the Platform, you agree that upon uploading User Content to the Platform, you grant WindChime a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, adapt, publish, translate, distribute, and display such User Content solely as reasonably necessary to provide functionality and access to the Services. By uploading User Content to the Services, you represent and warrant that (i) you own and control all of the rights to the User Content or you otherwise have all necessary rights to upload such User Content to the Services; (ii) the User Content is accurate and not misleading or harmful in any manner; and (iii) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.

You agree not to use or permit use of the Services to display, store, process or transmit any User Content that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) constitute an infringement of intellectual property or other proprietary rights, or (v) violate privacy rights, or any other applicable laws, ordinances or regulations.

The foregoing list of prohibited User Content and user restrictions is not intended to be exhaustive. If WindChime receives information that you are in violation of any of the foregoing restrictions or other activities detrimental to the Services, WindChime will notify you, and you agree to promptly take appropriate action to resolve such violation. If you do not take required action in accordance with the above, WindChime reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions or if WindChime believes your actions are detrimental to the Services or other users, including the removal or disablement of access to such Services. WindChime shall have no liability to you in the event that WindChime takes such action.

6. WindChime Rights

All right, title, and interest in and to the Services and any content (excluding User Content) available on the Platform are and will remain the exclusive property of WindChime and its licensors. The Services and the Platform are protected by copyright, trademark, and other laws of both the United States and foreign countries. WindChime reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding WindChime, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

7. Restrictions on Use of The Services

We reserve the right at all times (but will not have an obligation) to suspend and or terminate Users or reclaim user accounts without liability to you.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, WindChime’s computer systems, or the technical delivery systems of WindChime providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by WindChime (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with WindChime (NOTE: scraping the Services without the prior consent of WindChime is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) duplicate, translate, modify, copy, reverse engineer, disassemble, decompile the Services or any firmware or software provided therewith; (vii) use the Services to develop, test, host, or run and operate applications on behalf of third-parties without WindChime’s prior written consent; (viii) disclose results of any benchmark tests to any third party without WindChime’s prior written consent; (x) use the Services in any way that is contrary to the terms and conditions of this Agreement; or (xi) use the Services for any unlawful purposes.

8. Ending Your Subscription; Suspension and Termination; Death of Account Owner

Termination of your subscription will automatically terminate your access to your Account, however, you may continue to participate on the Platform in other capacities (i.e. Co-Owner and/or Invited User of another Account). Please note that terminating your subscription and/or discontinuing your use of the Platform will not relieve you of any payment obligations you have pursuant to a subscription or other agreement with WindChime. If your payment method fails on the due date, WindChime will attempt to resubmit your payment method two more times over a nine day period. If payment is not successful, access to your Account will be suspended until all outstanding fees are paid. Regardless of the reason of your account suspension or termination, (i) after 60 days, your User Content will be moved to remote storage requiring an additional fee and may require a court order to revive access; and (ii) after 180 days, all User Content associated with your Account will be permanently destroyed.

We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms or any other agreement between you and WindChime, (ii) you create risk or possible legal exposure for us; (iii) your Account has been released pursuant to Section 1.B. or Section 1.D.; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

Nothing in this section shall affect WindChime’s rights to change, limit or stop the provision of the Services without prior notice, as provided in these Terms.

Upon the death of an Account Owner, the (i) Account Co-Owner (if any) may request the release of an Account Owner’s Account to the Account Co-Owner pursuant to the terms of Section 1.B; and (ii) Keyholder (if any) may request the release of an Account Owner’s Account to the Keyholder pursuant to the terms of Section 1.D. After completion of the applicable access period, the applicable Co-Owner’s or Keyholder’s access to the Account will be automatically terminated and the User Content in the Account will be destroyed in accordance with WindChime’s standard processes.

9. Disclaimers, Limitations of Liability and Indemnity

Please read this section carefully since it limits the liability of WindChime and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “WindChime Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available “AS-IS” Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE WindChime ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The WindChime Entities make no warranty and disclaim all responsibility and liability for: (i) the actions of any WindChime user; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of uploading, transmitting or otherwise displaying any information or User Content on the Services; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content, User Content, and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; or (vii) any advice or information you receive through the Services; and (ix) any injuries or harm you or a third party incurs as a result of any interaction information or advice received through the Services. No advice or information, whether oral or written, obtained from the WindChime Entities or through the Services, will create any warranty not expressly made herein.

B. Links The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the WindChime Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.

C. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WindChime ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE WindChime ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID WindChime, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE WindChime ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

D. Indemnification To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the WindChime Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other WindChime User; (3) your User Content and any injury, harm damage or loss that falls to you or a third-party related to your User Content or any information you upload or transmit through the Services; (4) any claim that an invitation sent to a third-party by you or by WindChime at your request is spam, unsolicited commercial email or otherwise violates applicable law; (5) any personal information about a third-party that you provide to WindChime; (6) any information you learn about on or through the Services, including without limitation, any unauthorized use or disclosure of personal information you learned about on the Services; and (7) any activity in which you engage on or through the Services.

10. GENERAL TERMS.

A. Waiver and Severability. The failure of WindChime to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

B. Arbitration; Controlling Law and Jurisdiction. These Terms shall be governed and construed in accordance with the laws of the State of Florida (without regard to conflict of law principles). In the event of any dispute, you agree to submit to the personal and exclusive arbitration of any disputes relating to its use of the Services under the rules of the American Arbitration Association on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Any such arbitration will be conducted in the State of Florida. You agree to submit to the exclusive jurisdiction of arbiters in this forum and agree to waive all claims of personal or subject matter jurisdiction, to the extent permissible. You also acknowledge and understands that, with respect to any dispute arising out of or relating to your use of the Services:

YOU AGREE TO ARBITRATION.
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

C. Entire Agreement. These Terms the Privacy Policy and any applicable subscription agreement are the entire and exclusive agreement between WindChime and you regarding the Services (excluding any service for which you have a separate agreement with WindChime that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between WindChime and you regarding the Services.

We may revise these Terms from time to time, the most current version will always be at www.prisid.io/terms-of-service. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end your subscription and discontinue your use of the Platform. By continuing to access your Account or otherwise using the Services after those revisions become effective, you agree to be bound by the revised Terms.