These Terms of Use (“Terms”) are between you and Prestige Labs, Inc. (“Chamber”, “we”, “us” and “our”). These Terms govern your use of the Chamber services stated in Section 2 below (“Services”). By using the Services, you agree that you have read, understand, and accept these Terms. 

You agree to resolve any disputes between you and us through binding arbitration rather than in court. Please review Section 12 below for details.

1. Scope of the Terms

1.1 Eligibility. You may use the Services if you are at least 18 and are not barred from using the Services under applicable law. You must have the full right, power, and authority to enter into and comply with these Terms on behalf of yourself and any company or legal entity for which you may access or use our Services.

1.2 Availability. The Services are accessible worldwide, but this does not mean all Services or service features are legal or available in your country. Access to certain Services (or certain Service features) in certain countries may be blocked by us or foreign governments.

1.3 Updates. We may make changes to these Terms from time to time. If we do this, we will make the updated terms available on the Services. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the updated Terms. You can stop using the Services at any time if you do not agree to these Terms. Because the Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

1.4 Privacy Statement. We will process your data pursuant to our Privacy Notice at https://withchamber.com/privacy-notice, incorporated by reference.

1.5. Email Communication. You acknowledge and consent to receiving email communications from us, which may include promotional, informational, or transactional content, unless you explicitly choose to unsubscribe. 

2. Services

2.1 Document Storage. The Services includes the web application that allows you to secure notes and files in Vaults. These Vaults can be shared with trusted friends or family members, which are referred to as Trustees. These vaults are encrypted using ‘zero-knowledge encryption’ - which means the key to decrypt the notes and files are never in our control.   

2.2 Trustee Access

You can give Trustees access to specific vaults and specify the conditions under which they are able to gain access. Their access is secured using proprietary systems in conjunction with what is referred to as Threshold Cryptography, specifically Shamir’s Secret Sharing. Once your Trustees unlock access to your vault by supplying their encryption key, the vault is encrypted at rest but no longer considered zero-knowledge encrypted. 

3. Purchases, Fees, and Taxes

3.1 Service Fee. We may charge a subscription fee for some of our Services. We will provide you with the subscription terms and the fees before you decide to purchase and access such Services. All subscription fees are billed in advance and are not refundable or cancellable.

3.2 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transaction via the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. 

3.3 Updates. All fees are displayed and current as reflected in the Services and may be updated and changed from time to time.

4. Risk Factors

4.1 New Technology. The Services are new. While this software has been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.

4.3 Information Security Risk. Use of the Services may be subject to expropriation or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because of the use of certain open source software, the software underlying the Services may contain intentional or unintentional bugs or weaknesses which may negatively affect the Services or result in the loss of a user’s files or the loss of user or Trustee's ability to access or control a Vault. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund or compensation.

4.4 Accuracy. Although we intend to provide accurate and timely information provided through the Services (including, without limitation, the content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information provided through the Services are your sole responsibility and we shall have no liability for such decisions. 

4.5 Availability. Although we strive to provide you with excellent service, we do not guarantee that the Services will be available without interruption. The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Services or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Services. We are not responsible for any loss or damage, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Service, any Content posted on or through the Service or transmitted to users, or any interactions between users of the Services, whether online or offline.

5. Intellectual Property 

5.1 Services. All intellectual property rights in the Services throughout the world belong to us as owner or our licensors and the rights in the Services and the Services are only licensed to you. Nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading the Interface or any content from the Interface.

5.2 Content. All content in the Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Content”), are our proprietary property with all rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except as except as provided in the following sentence and except that the Content does not include your own content that you legally post via the Services. 

5.3 Trademarks. Chamber, and related graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Prestige Labs, Inc. in the U.S. and other countries (collectively, “Trademarks”). The Trademarks may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We may, at our sole discretion, limit access to the Services and seek to limit a user’s access who infringe any intellectual property rights of Prestige Labs, Inc. or others.

5.4 Submission. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service ("Submissions") provided by you to us are non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you

6. License and Restrictions

6.1 License. Provided that you are eligible to use the Services and subject to your compliance with these Terms, we hereby grant you a limited license to access and use the Services.

6.2 License Restrictions. You may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms are construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

6.3 Government. If you are a U.S. Government end user, we are licensing the Services to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Services are the same as the rights we grant to all others under these Terms.

7. Acceptable Use

You may use the Services only for your own internal use. We reserve the right at all times and in our sole discretion to review, cancel or suspend your access to or use of the Services. The items on the Prohibited Uses list are only examples and the list is not exhaustive; we may add or remove prohibited uses at our sole discretion. 

Prohibited Uses include:

• Illegal Activity: Any activity that would violate, or assist in the violation of, any sanctions programs administered by OFAC; violate, or assist in the violation of, any laws in the countries where we conduct business; involve proceeds of any illegal activity; or publish, distribute, or disseminate any illegal material or information.

• Excessive Use or Hacking: Any activity that imposes an unreasonable or disproportionately large load on our infrastructure; detrimentally interferes with, intercepts, or expropriates any system, data, or information; transmits or uploads any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; or attempts to gain unauthorized access to the computer systems or networks connected to the Services.

• Abuse of Others: Any activity that interferes with another person’s access to or use of the Services; defames, abuses, extorts, harasses, stalks, threatens, or otherwise violates or infringes upon another person’s privacy, intellectual property, or any other legal rights; incites, threatens, facilitates, promotes, or encourages hatred, racial intolerance, or violent acts against others; or harvests, scrapes, or collects another user’s Data from the Services without permission.

• Fraud and Other Unfair Business Practices: Any activity that operates to defraud us, our users, or any other person; provides any false, inaccurate, or misleading information to us; promises unreasonably high rewards or sells a service without added benefit to the buyer; or furthers other predatory and deceptive practices including  unlawful lotteries, raffles, bidding fee auctions, contests, sweepstakes, gambling, or any other game of chance.

• Intellectual Property Infringement: Any activity  that involves the sale, distribution, or provision of access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; uses  our intellectual property, name, or logo, including use of our trade or service marks, without express consent or in a manner that otherwise harms us or our brand; implies an untrue endorsement by or affiliation with us; or infringes or violates any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law.

8. Suspension

We may suspend and restrict your access to the Services: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using the Service in connection with a Prohibited Use; (iii) Use of your using the Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) Our service partners are unable to support your use; (v) You take any action that we deem as circumventing our controls.

9. Governing Law. The laws of the State of Delaware will apply to these Terms and any disputes arising out of or related to these Terms. The governing law stated in this section will apply without regard to principles of conflict of laws. You further agree that the Service will be deemed to be based solely in the State of Delaware, and that although the Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Delaware.

10. DISPUTE RESOLUTION, ARBITRATION AND WAIVER OF CLASS ACTION.

10.1 PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY. THEY REQUIRE YOU TO SETTLE DISPUTES WITH US THROUGH INDIVIDUAL ARBITRATION BEFORE A SOLE ARBITRATOR, AND NOT AS A MEMBER OF A CLASS ACTION. ARBITRATION PREVENTS YOU FROM SUING US IN COURT OR FROM HAVING A JURY TRIAL, THOUGH YOU MAY BRING A DISPUTE AGAINST US IN SMALL CLAIMS COURT IF YOU QUALIFY. 

10.2 Negotiation. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@withchamber.com so that we can attempt to resolve it without resorting to formal dispute resolution.

10.3 Arbitration Agreement. If we aren’t able to reach an informal resolution within 60 days of your email, and you elect to bring a federal or state statutory claim, common law claim, claim based in contract, tort, fraud, misrepresentation or any other legal theory, or any other formal proceeding arising out of or relating to these Terms, the Content, or the Services (each, a “Dispute”), then you agree to resolve the Dispute through binding arbitration, on an individual basis according to the following terms (collectively, the “Arbitration Agreement”):

1. Arbitration will be conducted confidentially by a single arbitrator. The arbitrator will apply applicable statutes of limitation and all applicable law,  and will honor claims of privilege recognized by applicable law.

2. The Dispute will be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules. Arbitration will occur in Delaware, unless you and we both agree to conduct it elsewhere. You agree that the federal and state courts in Delaware are the proper forum for any appeals of an arbitration award or for court proceedings in the event that these Terms’ binding arbitration clause is found to be unenforceable.

3. In any arbitration, regardless of its location, the parties will not seek discovery from each other, and the arbitrator will not allow parties to engage in discovery; rather, each party will disclose the evidence supporting their positions at a mutually agreeable time and date prior to the final arbitration hearing.

4. This Arbitration Agreement covers the enforceability, revocability, scope, and validity of the Arbitration Agreement or any portion of the Arbitration Agreement, and all other Disputes arising out of or related to the interpretation or applicability of the Arbitration Agreement; and all such matters will be decided by the arbitrator and not by a court or judge.

5. If the arbitrator or arbitration administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law.

6. At the request of either party, all arbitration proceedings will be conducted in utmost secrecy and, in such case, all documents, testimony, and records will be received, heard, and maintained by the arbitrator in secrecy under seal, available for inspection only by the parties, their respective attorneys, and their respective experts, consultants, or witnesses who have agreed, in advance and in writing, to receive all such information as confidential to be used solely for purposes of the arbitration.

7. Other than class procedures and remedies discussed in this Arbitration Agreement, the arbitrator has the authority to grant any remedy that would otherwise be available in court.

8. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9. If the requirement to arbitrate or the prohibition against class actions and other Disputes brought on behalf of third parties contained in this Arbitration Agreement is found to be unenforceable, then only the unenforceable provisions will be deemed to have been removed from these Terms and all remaining obligations in these Terms shall continue in full force and effect.

10.4 30-Day Right to Opt Out. You have the right to opt out and not be bound by this Arbitration Agreement by sending an email from the address associated with your Chamber account to legal@withchamber.com with the Subject Line: “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT. We may require extra identity verification of this email to ensure it really comes from you. You must send your email within 30 days of agreeing to these Terms, otherwise you will be bound to arbitrate Disputes in accordance with the terms of this Arbitration Agreement. If you opt out of this Arbitration Agreement, we will also not be bound by its terms.

10.5 Changes to this Arbitration Agreement. We will provide you 30 days’ notice of any changes to the section of these Terms titled “Dispute Resolution, Arbitration and Waiver of Class Action” by notice to you, and the changes will become effective 30 days after you receive notice from us. Changes to the Dispute Resolution, Arbitration and Waiver of Class Action section will otherwise apply prospectively only to Disputes that arise after the 30th day. If a court or arbitrator decides that the changes to this section are not enforceable or valid, then the changes will be severed from these Terms and the court or arbitrator will apply the terms of the first Arbitration Agreement in effect after you began using the Services. You may exercise your right to opt out of the new Arbitration Agreement terms by following the procedures set forth in the section above titled “30-Day Right to Opt Out.”

10.6 Survival. This Arbitration Agreement will survive the termination of these Terms, and your use of the Services.

10.7 Injunctive Relief. Notwithstanding anything in this Arbitration Agreement to the contrary, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

11. Disclaimers

The Services and the Content are provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. There are no warranties as to the results of your use of the Content and we disclaim all liability related to the Content. Without limiting the foregoing, we do not warrant the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of the Content. The Parties do not warrant that the Services is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms. We cannot guarantee and do not promise any specific results from use of the Service to provide or to obtain a loan.

12 Limitation on Liability

12.1 Except in jurisdictions where such provisions are restricted, we are not liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from your use of the Service or the Content, even if we are aware or have been advised of the possibility of such damages.

12.2 To the extent permitted by applicable law, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for the services. Our liability to you will not exceed the lesser of (i) U.S. $100 or (ii) the amounts paid by you to us in connection with the Services in the twelve (12) month period preceding this applicable claim. You acknowledge that if no fees are paid to us for the Service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from us, regardless of the cause of action.

12.3 Certain laws do not allow the exclusion or limitation of certain damages or limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

13. Indemnity

You also agree to indemnify and hold us, our subsidiaries and affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.

14. General Provisions

14.1 Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms the English language version of these Terms will control if there is any conflict.

14.2 Assignment. You may not assign any rights or licenses granted under these Terms. We reserve the right to assign our rights without restriction, including without limitation to our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that we are acquired by or merged with a third party entity or undergo a change of control, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control

14.3 Export and Sanctions Compliance. In connection with these Terms,  you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use any Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Service.

14.4 Force Majeure. We are not liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

14.5 No Waiver; Severability; Non-Assignability. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

14.6 Notices. To give us notice under these Terms, the user must contact us by email to legal@withchamber.com.

14.7 Survival. The following provisions of these Terms shall survive termination of your use or access to the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Services.