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Terms of Use

Last updated November 5, 2026 · Effective November 5, 2026

TABLE OF CONTENTS

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you and Prio LLC ("Company", "we", "us", or "our"), concerning your access to and use of the https://heyprio.com website, the Prio mobile application, the Prio window that businesses place on their own websites, our text messages, email and assistant, our partner integrations, and any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site" or the "Services"). We are registered in Delaware, United States and have our registered office at 651 N Broad St. Suite 205 #1806, Middletown, DE 19709. Prio is offered only in the United States.

If you use Prio for a business or other organization, you accept these Terms of Use for it and confirm that you have authority to do so, and "you" then means both you and that organization.

You accept these Terms of Use by ticking a box that says you agree to them. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, DO NOT USE THE SITE.

Supplemental terms and conditions or documents that may be posted on the Site from time to time, including terms we show you for a specific feature, are hereby expressly incorporated herein by reference. We may change these Terms of Use. A changed version applies to you only after you accept it by ticking a box. We ask you to accept a change either the next time you open Prio, in which case you may not keep using Prio until you accept it, or the next time you use a part of Prio the change affects, such as making a payment in the app or on the website; until you accept, the version you last accepted keeps applying to you. We update the "Last updated" date with every change. A change to Section 26 does not apply to any Dispute that either of us knew about before you accepted the change.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Prio is not built to hold health information protected by the Health Insurance Portability and Accountability Act (HIPAA), and we do not sign business associate agreements; do not use Prio to send or store that information. If your business is subject to the Gramm-Leach-Bliley Act or other privacy or security laws, you are responsible for deciding whether your use of Prio meets your obligations under them.

The Site is intended for users who are at least 18 years old and have reached the age of majority where they live. Persons under that age are not permitted to use or register for the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your personal use or to run your own business through Prio. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal use or to run your own business's billing, payments, bookings and records through Prio. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are at least 18 years old and have reached the age of majority where you live; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise, except through the partner API, the Prio window, or other interfaces we provide for that purpose and under their terms; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

4. YOUR ACCOUNT

You may be required to register with the Site. You sign in with a code or link we send to your phone number or email address, or with your Google account. You are responsible for keeping your phone, email account and Google account secure, and for all use of your Prio account. If you share a device or phone number, anyone with access to it may be able to sign in to your account. Tell us right away at [email protected] if you believe someone has used your account without permission. Nothing in these Terms of Use limits any right you have under law to dispute an unauthorized payment with your bank or card issuer.

5. FEES

Prio charges no subscription, setup fee or monthly software fee. Prio earns a fee on each payment a business receives through Prio, which our payment partner collects from the payment as part of processing it. Before a payer pays, Prio shows the price to pay by card and the price to pay by bank transfer. A business chooses in Prio whether its invoices show a separate card price and whether its bank price covers the cost of a bank transfer, and can see Prio's fee and its payout on each payment in Prio. Prio's fees are shown in Prio; a new fee applies only to payments requested after it is shown there, and a fee change is not a change to these Terms of Use under Section 1. All amounts are in U.S. dollars. Each business is responsible for the sales tax on what it sells.

6. CLOSING YOUR ACCOUNT

You can stop using Prio at any time. To close your account, use Delete account in the app's menu, ask Prio in chat, or email [email protected]; we usually complete the deletion within 30 days, and always within the time the law allows, and confirm when it is done, and our Privacy Policy explains what we delete and what we keep. Closing your account stops any automatic payments you set up through Prio that have not yet started, but it does not cancel a payment that has already been sent or is processing, and it does not end your responsibility for payments, refunds, disputes and chargebacks from before it closed. If you are unsatisfied with our services, please email us at [email protected] or call us at (530) 505-4005.

7. PAYMENTS THROUGH PRIO

Our payment partners.

Prio is not a bank and does not hold your money. Payments you send, receive, or request through Prio are processed by our payment partners — currently Moov Financial, Inc. ("Moov"), Finix Payments, Inc. ("Finix"), and Stripe, Inc. ("Stripe") — and the banks they work with. Bank accounts are linked through Plaid Inc. ("Plaid"). Which partner handles a payment depends on your account. Before you send or receive money through a partner, you must accept that partner's terms when we ask you to, and those terms govern the partner's services to you.

As a condition of Prio enabling payment processing through any of these partners, you agree to give Prio accurate and complete information about you and your business, and you authorize Prio to share it, and information about your transactions, with that partner. We may change payment partners, and will ask you to accept the new partner's terms when we do. If these Terms of Use conflict with a payment partner's terms about that partner's payment services, the partner's terms control.

In these terms,

your "Customer" is a person you bill, charge or pay through Prio, and a "Transaction" is a payment, transfer or entry made through Prio.

Businesses that get paid through Prio.

If you use Prio to bill Customers or take payments, you are the merchant of record for your sales. You are responsible for the goods and services you sell, for your prices and taxes, for clearly telling each Customer the amount and terms of each payment, for your refund and cancellation policies, and for any disputes, chargebacks, refunds and reversals of your payments and their fees. You agree to follow the rules of the card networks and of the ACH Network, and the terms of your payment partner. You represent that each Customer whose phone number you enter in Prio gave you that number and agreed to receive texts about your invoices, payments or bookings, and that you have permission to contact, bill, and charge each Customer whose name, phone number, email address or payment details you enter. If a Customer tells you they no longer want texts, you will tell us right away or turn texts off for them in Prio. We may rely on these promises.

Card price and bank price.

An invoice may show your Customer a card price and a lower bank price. The card price is your regular price for the sale; the bank price is a discount you offer every Customer who pays by bank transfer. You must not describe the difference as a surcharge, card fee or convenience fee, you must not add any other charge for paying by card, and you are responsible for following any state law on discounts and card pricing that applies to you.

Paying a business through Prio.

When you pay a business through Prio, the business, not Prio, is the seller, and questions about what you bought, refunds and cancellations go to the business first. You can turn on automatic payments for a business's invoices; you set a limit and a payment method and confirm them before automatic payments start, and we send you a copy of what you confirmed. Our payment partner then charges that method for that business's invoices up to your limit. You can turn automatic payments off at any time by asking Prio, and you can also stop a bank payment through your bank. If you see a charge you did not authorize or that is wrong, tell us at [email protected] and contact your bank or card issuer. Nothing in these Terms of Use limits any right you have under the Electronic Fund Transfer Act, Regulation E, or your card issuer's rules.

Debits from a business's bank account.

If you take payments through Prio as a business, you authorize our payment partner, on Prio's instruction, to debit the bank account you linked for payouts for: refunds you issue; returned, reversed or disputed payments and their fees; Prio's fees; rewards reversed under Section 9; and correcting a credit made to your account in error. This authorization stays in effect until you close your Prio account and all amounts you owe are paid; unlinking a bank account ends it only for payments made after you unlink, and you must link another account if we ask. You will repay Prio, on request, any amount a payment partner charges Prio because of a payment you took, refunded or disputed through Prio, and any reward or fee rebate paid to you in error. We may set off any amount you owe Prio against any amount Prio owes you, including rewards. When you pay someone through Prio from your bank account, you authorize that payment separately, on the payment screen or in the message where you confirm it, each time or for the automatic payments you set up. You represent that you are authorized to use each bank account you link.

ACH terms for businesses.

These terms apply when you use Prio to collect money from, or send money to, a bank account through the ACH Network, and they are part of these Terms of Use. You accept and agree to comply with all of them.

  • Nacha Rules. When submitting Transactions over the ACH Network, you must comply with the Nacha Operating Rules (https://www.nachaoperatingrulesonline.org).
  • Who originates each payment. Each bank payment through Prio is carried by one of our payment partners, and your role under the Nacha Operating Rules depends on which one. When Moov or Finix carries it, you are the Originator (as defined in the Nacha Operating Rules): by accepting that partner's terms you enter into your own origination agreement with its bank, which submits the Transaction over the ACH Network, and Prio and the partner transmit it on your instructions. When Stripe carries it, Prio is the Originator, Stripe operates as a Third Party Sender (as defined in the Nacha Operating Rules), and Prio passes the payment on to you. In these terms, "ODFI Banks" means the banks our payment partners use to submit Transactions over the ACH Network.
  • ACH entry authorizations. When you use Prio to initiate ACH Network Transactions with your Customers, you represent and warrant that: (a) you have all necessary authorizations and approvals from your Customers for Prio to transmit an ACH Network debit or credit Transaction to the Customer's bank account and (b) the information you provide Prio about each ACH Network Transaction is accurate, timely and complete. Prio is not liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain your Customer's authorization for an ACH Network Transaction.
  • Entry types. You may originate only the debit and credit entries Prio offers in the Site for invoice payments, payment requests, refunds and payouts. You may not originate international (IAT) entries or any entry type Prio does not offer.
  • Authorizations. When your Customer authorizes a bank payment on Prio's payment screen, Prio obtains and keeps that authorization, for you where you are the Originator and as Originator where Prio is, and will give you a copy on request. You must not ask Prio to debit a Customer without such an authorization.
  • Timing of funds and limits. Our payment partner, not Prio, receives, holds and pays out funds, and makes them available on its settlement schedule for the type of transfer. Our payment partner may set limits on the amount and number of ACH payments, and may hold funds or set up a reserve under its terms.
  • Termination and suspension. Without limiting Prio's rights to terminate or suspend your access to the Site under these Terms of Use, Prio may also terminate or suspend your access to the ACH Network for your violation of the Nacha Operating Rules, including if an ODFI Bank requires your suspension or termination, or if you exceed acceptable limits on returns.
  • Audit, compliance information and fraud monitoring. As required by the Nacha Operating Rules, you will provide information and documentation requested by Prio, our payment partner, or ODFI Banks for the purpose of ensuring your compliance with these terms and the Nacha Operating Rules upon reasonable notice, and they may audit your compliance. You agree to cooperate in a timely manner with any request necessary to complete ACH risk assessments, audits and the fraud monitoring the Nacha Operating Rules require, including answering questions about payments that may be unauthorized or made under false pretenses. Prio may suspend or terminate your access to the ACH Network immediately if you fail to provide information or documentation requested.
  • Warranty. You warrant to Prio, as the Originator or as the business for which Prio originates a Transaction under the Nacha Operating Rules, that no Transaction delivered to Prio will cause Prio, our payment partner, or ODFI Banks to be in violation of any regulation or sanction administered by a government authority or otherwise cause Prio, our payment partner, or ODFI Banks to be in violation of any laws of the United States.
  • Only your own payments. You must not use Prio to submit ACH Network Transactions for any other person or business, including as a Third Party Sender or Nested Third Party Sender (as defined in the Nacha Operating Rules).

8. TAKING CARDS IN PERSON

Where we offer it, a business on Prio can take a card payment from a Customer who is present, in two ways: Tap to Pay on iPhone, where the Customer holds a contactless card, phone or watch near the business's iPhone, and Scan to Pay, where the Customer scans a code on the business's iPhone and pays on their own phone through the invoice's payment page. These terms apply to both, in addition to Section 7, except where a term names only Tap to Pay on iPhone. A Scan to Pay payment is made online by the Customer on their own phone and is treated as an online card payment, not an in-person one, including for disputes.

Who can use it.

Tap to Pay on iPhone is available only to businesses approved by our payment partner to accept card payments, on a supported iPhone with the latest version of iOS, in the United States. We may change which businesses, devices, partners and payment types are eligible at any time.

Apple's terms.

Before your business takes its first Tap to Pay on iPhone payment, the owner of your Prio account must accept Apple's Tap to Pay on iPhone terms on the iPhone. Those terms are between your business and Apple. Apple provides the Tap to Pay on iPhone technology; Apple is not a party to your sales and is not responsible for them. Apple and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries and regions.

Who processes the payment.

Tap to Pay on iPhone payments are processed by Moov and its acquiring banks (currently Pathward, National Association and Lincoln Savings Bank) under the Moov Platform Agreement, including its Merchant Processing Services Terms, which your business accepts as part of Section 7. Card details read by your iPhone are encrypted and sent to Moov; Prio never receives or stores the full card number.

Limits.

A single Tap to Pay on iPhone payment can be up to $2,000, or any lower limit we show you, and some contactless cards may not be accepted. For a larger amount, or a card that can't be tapped, use Scan to Pay or send the Customer the invoice link. Never split one sale into several payments to get under a limit.

Your responsibilities at the counter.

When you take a card in person through Prio, you agree to: (1) show the Customer the final amount before they tap or scan; (2) charge only for goods and services you actually provide, in the amount the Customer agreed to; (3) never ask for, look at, write down or keep a Customer's card number, security code (CVV) or PIN, and let the Customer enter any PIN privately; (4) follow the card network rules and Moov's terms, including those on surcharges, minimum amounts, refunds and receipts; (5) keep the iPhone you use for payments secured with a passcode and up to date; and (6) give the Customer a receipt for every payment — Prio sends a digital receipt to the phone number or email address you enter for the Customer, and if you enter neither, you must give the Customer a receipt another way. You are responsible for any dispute, chargeback, refund or reversal of a payment you take in person, and its fees, as with any other payment under Section 7.

When a payment doesn't go through.

A tap can be declined by the card issuer, interrupted, or time out. Prio shows you the result it receives from Moov. A payment is complete only when Prio shows it as paid; if a payment is still processing, do not charge the Customer again until it settles or fails.

9. REWARDS AND REFERRAL PROGRAMS

Prio may offer rewards, referral and sponsorship programs that pay you, or an organization you choose, for activity such as referring businesses to Prio. Each program's amounts and eligibility are shown in Prio. A reward is earned only when the payment it comes from settles. We pay earned rewards about once a month to your connected bank account once they reach $5; smaller amounts carry over. If the payment a reward came from is refunded, reversed or disputed, or a reward was earned through fraud or self-dealing, we may withhold the reward or subtract it from future rewards, and, for a business, recover it under the debit authorization in Section 7. We may change or end any program, but we will give at least 30 days' notice before reducing rewards for future activity, and rewards already earned before a change will still be paid. You are responsible for any taxes on rewards you receive; we may hold payment until you give us your tax information, withhold tax where the law requires, and report payments to tax authorities. If you joined through someone's referral link, we record who referred you, and that person or the organization they sponsor may see that you joined.

10. TEXT MESSAGING

Our text program.

The Prio texting program sends text messages (SMS, or RCS where your phone and carrier support it) from Prio's numbers about your Prio account and the payments and bookings you make or receive through Prio. These include replies from Prio's assistant in your conversation with Prio; sign-in codes and links; invoice, payment request and payment notices and receipts; booking confirmations, reminders and changes; and the response you asked for when you request information from us. You can also text Prio a photo or PDF, which is saved as a private document in your account.

How you opt in.

You agree to receive these texts when you do any of the following: text Prio's number; enter your phone number to sign in or sign up on heyprio.com or in the Prio app; tick the texts checkbox on a business's Prio window or on a Prio lead form; or reply YES to a booking invitation a business you work with sent you through Prio. A business may also give us your mobile number so Prio can text you invoices, payment requests or booking messages from that business; the business promises us under Section 7 that it has your permission, and the first text tells you who it is from and how to stop. Agreeing to texts is not a condition of any purchase. If you receive texts through Prio without having a Prio account, this section and our Privacy Policy describe how those texts work and how to stop them.

Message frequency.

Msg frequency varies with your activity and your account.

Cost.

Msg & data rates may apply. Your mobile carrier's message and data rates apply to texts you send and receive.

Help.

Reply HELP for help, or email [email protected].

Opting out.

Reply STOP at any time to stop texts from Prio. Replying STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE or OPT OUT, or telling us in any other reasonable way that you want texts to stop, such as by emailing [email protected], does the same. We honor every opt-out promptly and always within 10 business days. After you opt out, Prio may send one text confirming it, and then sends no further automated texts to your number from any Prio number, including texts sent through Prio on behalf of any business you work with, except a sign-in code you ask for. While you are opted out, a sign-in code may not reach you by text; sign in with your email address on heyprio.com instead. To start receiving texts again, reply START or UNSTOP.

Carriers.

Mobile carriers are not liable for delayed or undelivered messages. Delivery depends on your carrier and device and is not guaranteed.

Your number.

If you change or give up your mobile number, tell us or reply STOP from that number first, so that texts meant for you do not reach the number's next owner.

Privacy.

How we use your phone number and text messages, and our promise that your text messaging opt-in data and consent are never shared with or sold to third parties, are described in our Privacy Policy at https://heyprio.com/privacy.

11. AI FEATURES

Use of AI providers.

Certain Prio features, including the Prio assistant that answers your texts and chats, use third-party artificial intelligence ("AI") providers to generate automated assistance, responses, or suggested actions. When you use these features, Prio sends the provider the information needed to process your request on Prio's behalf, as our Privacy Policy describes. AI providers do not process payments or hold money. The assistant can prepare a payment, an invoice or a message for you, and it sends nothing it prepared until you confirm it; automatic payments, recurring invoices, reminders and other messages that you or a business you work with set up are then sent on their schedule without asking again.

Sensitive information.

Prio's assistant may ask you for sensitive details it needs to set up payments, such as your Social Security number or EIN, date of birth or card number. It asks only through a secure form shown in the chat, which sends them to our secure vault and payment partners and never to an AI provider. Never type these details, or full bank account or routing numbers or PINs, into a message, and do not send them in a document you ask the assistant to read. If you do, they are sent to the AI provider as part of that message or document, and we are not responsible for what happens because you put them there, except to the extent the harm is caused by our own breach of law or of these Terms of Use.

AI output.

Prio makes no representations regarding the accuracy, completeness, or reliability of any AI-generated output, and all AI-generated content is provided solely for convenience. You are responsible for evaluating and verifying any AI-generated suggestions or outputs before relying on them, and for reviewing any payment, invoice, booking or message before you confirm it.

12. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. Businesses may use the Site to bill, take and send payments, run bookings and keep records for their own business; the Site may not be used for any other commercial purpose without our written permission.

As a user of the Site, you agree not to:

  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as sign-in codes.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, except through an integration or API we provide.
  • Use Prio to send messages to people who have not agreed to receive them, or to send spam, bulk marketing, or messages that violate carrier rules or the law.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site's software, including but not limited to HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us.
  • Use the Site to take payments for goods or services that are illegal or on our payment partners' prohibited and restricted lists (including Moov's list of prohibited and restricted businesses), to take a payment for any business or person other than your own business, to give cash in exchange for a card payment, or to refund a payment to a different card or account than the one that paid.
  • Sell or otherwise transfer your profile.

13. USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in conversations and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, documents, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions you send to another user, such as an invoice, a document or a message, may be viewable by that user. When you create or make available any Contributions, you thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or disability.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

14. CONTRIBUTION LICENSE

By sending, uploading or posting your Contributions to any part of the Site, you grant us a non-exclusive, worldwide, royalty-free license to host, use, copy, store, process, transmit, and display your Contributions as needed to provide, secure and improve the Site for you and the people you work with through it, including to deliver them to the users you send them to and to process them with the service providers described in our Privacy Policy. This license ends when your Contributions are deleted from our systems, except for copies we must keep under our Privacy Policy or applicable law.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. You are responsible for your Contributions, and we are not responsible for what they say.

We have the right, in our sole and absolute discretion, (1) to hide or remove any Contribution that violates these Terms of Use or the law; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We will not change the content of an invoice, document or message you send, except to hide sensitive numbers such as card, bank or Social Security numbers, or content that violates the law or these Terms of Use. We have no obligation to monitor your Contributions.

15. MOBILE APPLICATION LICENSE

Use license.

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any purpose other than your personal use or running your own business through Prio; (6) make the application available to others over a network, other than people you authorize to use your Prio account; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple App Store.

If you got the Prio app from the Apple App Store: (1) these Terms of Use are between you and Prio only, not Apple, and Prio, not Apple, is solely responsible for the app and its content; (2) your license is a non-transferable license to use the app on Apple-branded products you own or control, as the Apple Media Services usage rules permit; (3) Apple has no obligation to provide maintenance or support for the app; (4) if the app fails to meet any applicable warranty, you may notify Apple, and Apple will refund any purchase price you paid for it; to the maximum extent permitted by law, Apple has no other warranty obligation for the app; (5) Prio, not Apple, is responsible for any claims by you or a third party relating to the app or your use of it, including product liability claims, claims that the app fails to meet a legal or regulatory requirement, and claims under consumer protection, privacy or similar laws; (6) if a third party claims the app or your use of it infringes its intellectual property rights, Prio, not Apple, is solely responsible for investigating, defending, settling and discharging that claim; (7) you represent that you are not in a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country, and are not on any U.S. government list of prohibited or restricted parties; (8) questions, complaints or claims about the app go to Prio at the contact details in Section 35; (9) you must comply with any third-party terms that apply when you use the app, such as your wireless data plan; and (10) Apple and its subsidiaries are third-party beneficiaries of this Section 15, and once you accept these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 15 against you as a third-party beneficiary.

16. CONNECTED ACCOUNTS

As part of the functionality of the Site, you may connect your Prio account with accounts you have with third parties (each, a "Connected Account"), such as signing in with Google, linking a bank account through Plaid, or connecting your QuickBooks company. When you connect an account, you authorize us to access, store and use the information from it that you allow, to provide the Site to you, as described in our Privacy Policy. You represent that you are entitled to connect each Connected Account and to grant us that access without breaching the terms that govern it. YOUR RELATIONSHIP WITH THE PROVIDERS OF YOUR CONNECTED ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THOSE PROVIDERS. Plaid's handling of your bank information is described in the Plaid End User Privacy Policy at https://plaid.com/legal/#end-user-privacy-policy. If a Connected Account becomes unavailable or its provider ends our access, information from it may no longer be available through the Site. You can disconnect a Connected Account at any time by contacting us or, where available, through the Site. In the Prio iPhone app, you may also choose to pick a person from your phone's contacts when you pay or bill them; we receive only the contact you pick.

17. FEEDBACK

If you send us suggestions, ideas or feedback about how to improve Prio ("Feedback"), we may use it freely for any purpose without paying you or naming you, and you grant us a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback does not include your account information, your messages to Prio's assistant about your own business or payments, or your Contributions, which Section 14 and our Privacy Policy cover.

18. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites, except to the extent caused by our own negligence, misconduct or breach of these Terms of Use.

19. U.S. GOVERNMENT RIGHTS

Our services are "commercial products" and "commercial services" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

20. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

21. PRIVACY POLICY

Our Privacy Policy at https://heyprio.com/privacy explains how we collect, use and share your personal information. Please read it. The Site is hosted in the United States, and your information is processed there.

Notifications.

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification.

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Derek Abram

Attn: Copyright Agent

651 N Broad St. Suite 205 #1806

Middletown, DE 19709

United States

Phone: (530) 505-4005

[email protected]

23. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR CLOSE YOUR ACCOUNT AT ANY TIME, AND WE WILL KEEP OR DELETE YOUR INFORMATION AS OUR PRIVACY POLICY DESCRIBES.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Ending your account does not end your responsibility for payments, disputes, chargebacks, refunds or reversals of transactions made before it ended. Ending your account does not affect money our payment partner holds for you; it is paid out to your linked bank account under that partner's terms, which may let the partner hold part of it in reserve for refunds, disputes and chargebacks for a period after your account ends.

Sections 2, 3, 5, 7 (for amounts owed and obligations on past payments), 9 (for rewards that may be taken back), 11, 14 (last two paragraphs), 17, 22, 23 and 25 through 34 survive the end of these Terms of Use or of your account.

24. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, change in fees made as Section 5 describes, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

25. GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles. Section 26 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law.

26. DISPUTE RESOLUTION

Disputes covered.

This Section covers any dispute, controversy, or claim between you and us arising out of or relating to these Terms of Use, the Site, any payment made through the Site, or any text message, call or email sent by or through Prio, including claims about privacy, tracking or data (each a "Dispute"), whether the claim arose before or after you accepted these Terms of Use (subject to the last sentence of the fourth paragraph of Section 1), and including any such claim you bring against our officers, employees, agents or service providers that arises from the same facts as a claim against us, who may enforce this Section 26. You and we are each a "Party".

Informal negotiations.

To expedite resolution and control the cost of any Dispute, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Informal negotiations begin when one Party sends the other a written notice of Dispute. A notice of Dispute must give your name, the phone number or email address on your Prio account, a description of the Dispute, and the relief you want, and be sent to [email protected] or to Prio LLC, Attn: Legal, 651 N Broad St. Suite 205 #1806, Middletown, DE 19709. We will send ours to the email address or phone number on your account. Each Party's time to bring a Dispute is paused during the informal negotiation period.

Binding arbitration.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be administered by the American Arbitration Association ("AAA"). A Dispute with a person using Prio mainly for personal, family or household purposes will be decided under the AAA Consumer Arbitration Rules; any other Dispute under the AAA Commercial Arbitration Rules; and, where 25 or more similar claims are filed by the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules also apply. The rules are available at www.adr.org. For a Dispute under the AAA Consumer Arbitration Rules, we pay all AAA fees and arbitrator compensation except the filing fee those rules assign to you.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. Any in-person hearing will be held in the county where you live if the Dispute is under the AAA Consumer Arbitration Rules, and otherwise in Los Angeles County, California, unless the Parties agree otherwise. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason a Dispute proceeds in court rather than arbitration, it may be brought, for a consumer, in the state or federal courts for the county where you live or in Los Angeles County, California, and otherwise only in the state or federal courts in Los Angeles County, California, and the Parties consent to personal jurisdiction there. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

A Dispute between us and a business user (anyone using Prio other than mainly for personal, family or household purposes) must be brought within one (1) year after it arises.

Exceptions.

Either Party may (a) bring an individual claim in small claims court if it qualifies and stays there; (b) bring a lawsuit seeking to stop infringement or misuse of its intellectual property; and (c) seek a temporary order from a court to keep things as they are until an arbitrator can act. A claim for public injunctive relief (relief that mainly benefits the general public) under California law may be brought in court, but it will be stayed until every individual claim and remedy has been decided in arbitration. Every other Dispute, including any claim about privacy, text messages, calls, tracking or data, is decided in arbitration.

Individual claims only.

You and we may each bring claims against the other only individually, not as a plaintiff or class member in a class, collective or representative proceeding, in arbitration or in court, and an arbitrator may award relief only to the individual Party seeking it. No arbitration shall be joined with any other proceeding without both Parties' consent. This does not stop you from seeking public injunctive relief under California law as described under Exceptions. If a court decides that any part of this paragraph is unenforceable for a particular claim or type of relief, that claim or relief (and only it) will go to court and be stayed until arbitration of the remaining claims is complete, and the rest of this Section 26 still applies. The arbitrator decides every question about whether a Dispute must be arbitrated, except questions about this paragraph, which a court decides. TO THE EXTENT THE LAW ALLOWS, WHERE A DISPUTE GOES TO COURT, YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL.

27. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

28. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, EXCEPT AS THE LAST PARAGRAPH OF SECTION 29 PROVIDES, (3) ANY UNAUTHORIZED ACCESS TO OUR SERVERS BY A THIRD PARTY, EXCEPT TO THE EXTENT CAUSED BY OUR FAILURE TO USE REASONABLE SECURITY OR TO MEET OUR LEGAL OBLIGATIONS, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY BUSINESS YOU PAY OR ARE PAID BY THROUGH PRIO. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

29. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE OR LOST DATA (EXCEPT AS SECTION 31 PROVIDES FOR CONSUMERS), ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SITE, ANY PAYMENT MADE THROUGH PRIO, OR ANY MESSAGE SENT BY OR THROUGH PRIO, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SITE, ANY PAYMENT MADE THROUGH PRIO, OR ANY MESSAGE SENT BY OR THROUGH PRIO WILL NOT EXCEED THE GREATER OF THE FEES PRIO KEPT FROM PAYMENTS YOU MADE OR RECEIVED THROUGH PRIO IN THE 12 MONTHS BEFORE THE CLAIM AROSE AND $100. AMOUNTS PAID TO A BUSINESS THROUGH PRIO ARE NOT FEES PAID TO PRIO.

NOTHING IN SECTIONS 28 OR 29 LIMITS OUR LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY RIGHT OR LIABILITY THAT CANNOT BE WAIVED OR LIMITED UNDER APPLICABLE LAW, INCLUDING UNDER THE ELECTRONIC FUND TRANSFER ACT AND REGULATION E. CERTAIN US STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

30. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) your violation of law in using the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any payment you take or request through the Site as a business, including any dispute, chargeback, refund or reversal of it; (7) any message sent through the Site, at your direction or as a business, to a phone number or email address you provided without the recipient's permission; or (8) any overt harmful act toward any other user of the Site with whom you connected via the Site. You are not responsible under this Section for any claim to the extent it is caused by our fraud, gross negligence, willful misconduct, or a violation of law that did not result from information, instructions or promises you gave us, or, if you use Prio mainly for personal, family or household purposes, by our negligence or breach of these Terms of Use. If you use Prio only to pay businesses or receive their messages for personal purposes, items (6) and (7) do not apply to you. Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, at your expense if you are a business user, and you agree to cooperate with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

31. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. We back up data, but we recommend you keep your own copies of records you need. Subject to the last paragraph of Section 29, we are not liable for loss or corruption of data, except, if you use Prio mainly for personal, family or household purposes, loss caused by our failure to use reasonable care.

32. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails and text messages, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, text message and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. This section is about the legal effect of electronic records; it does not sign you up for text messages, which you receive only as described in Section 10.

We provide receipts, payment authorizations and other notices electronically, by text message, email or on the Site. To receive them you need a device with a web browser or the Prio app and an email address or mobile number; keep your contact details current in Prio. You can ask for a paper copy of any record we are required to give you by emailing [email protected], at no charge. You can withdraw your consent to electronic records by emailing us, but we may then close your account, because Prio works only electronically.

33. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

34. MISCELLANEOUS

These Terms of Use, our Privacy Policy, and any additional terms we show you for a specific feature (including any written agreement we sign with a partner) are the entire agreement between you and us about the Site. If additional terms conflict with these Terms of Use, the additional terms control for that feature, and your payment partner's terms govern its services to you as Section 7 describes. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. You may not transfer these Terms of Use or your account without our written consent. We may transfer them, including as part of a merger, sale of assets, or reorganization. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions, except as Section 26 provides. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. We send notices to the email address or phone number on your account; you send notices to [email protected] or our address in Section 35. Except for Apple under Section 15, our payment partners and the ODFI Banks for the rights Section 7 gives them, and the persons Section 26 names, no one else has rights under these Terms of Use. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

35. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Prio LLC

651 N Broad St. Suite 205 #1806

Middletown, DE 19709

United States

Phone: (530) 505-4005

[email protected]