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THE PRÓSPERA TERMS OF SERVICE (“TERMS”)

Please read the following Terms carefully before using this website, including any online features, contents, services or programs offered on, by or through this website, such as any text, materials, documents, images, graphics, logos, design, audio, video and any other information, offerings or services provided from or on, uploaded to and/or downloaded from the Website (collectively, the “Website”) by or on behalf of Próspera ZEDE (formerly known as ZEDE of North Bay), a ZEDE special regime under Honduran law (“PZ”), Próspera Trust (formerly known as the ZEDE of North Bay Trust), a Roatan Common Law Code trust in the nature of an escrow for financial transactions of the PZ (“PT”), North Bay Foundation, S.A., a Honduran corporation, North Bay GSP, Inc., a Próspera ZEDE for profit corporation (HN) (“GSP”), Honduras Próspera LLC, a Delaware limited liability Company (USA) (“P&O”), and/or NeWay Capital LLC, a Wyoming limited liability Company (USA), and any affiliate thereof (collectively “Counterparty”). As used in these Terms, references to “affiliate” include owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, licensing, and/or delivering all or any part of this Website. “Us” or “we” refer to each relevant Counterparty.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as THE WEBSITE IS NOT INTENDED FOR UNEMANCIPATED MINORS THAT ARE UNACCOMPANIED BY HIS OR HER PARENT OR LEGAL GUARDIAN.

At any time, we may, without further notice, make changes to the Website, to these Terms and/or to the services described in these Terms. Your continued use of this Website after such modifications will constitute acknowledgement and acceptance of the modified Terms.

BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE EXIT THE WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS WEBSITE OR THESE TERMS IS TO CEASE USING THE WEBSITE AND THE PRODUCTS, SERVICES OR OFFERINGS THEREON AVAILABLE.

Your Consent and Agreement to This Agreement

By accessing and using the Website, you consent to and agree to be bound by these Próspera Terms of Service. If we decide to change these Terms, your use of the Website and/or the Online Service following any amendment of these Terms will signify your consent to and acceptance of its revised terms.

1. CONVENIENCE AND INFORMATION ONLY; ACCEPTANCE OF TERMS. By merely providing access to the Website, no Counterparty warrants or represents that: (a) the Website is accurate, complete, up-to-date or current; (b) any of them have any obligation to update the Website; (c) the Website is free from technical inaccuracies or typographical errors; (d) the Website does not infringe on the intellectual property rights of any third party; (e) that the Website is free from changes caused by a third party; (f) your access to the Website will be free from interruptions, errors, computer viruses or other harmful components; and (g) any information obtained in response to questions asked through, or postings made on, the Website is accurate or complete. Your use of the Website and the services offered therein are subject to PZ law (“Applicable Law”). You understand and acknowledge that we cannot promise or guarantee specific results from using Website except as specifically set forth in your Agreement of Coexistence and related side letter, if any. You understand and agree that temporary interruptions of the Website may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with the Website. You agree that all offerings available on the Website are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings except as specifically set forth in your Agreement of Coexistence and related side letter, if any.

2. SITE USE AND CONTENT. You may view, copy or print pages from the Website solely for personal, non-commercial purposes or other purposes authorized by your Agreement of Coexistence and any related side letter with the PZ, if any. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Website without the express, prior, written consent of Counterparty. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of service fees associated with such access).

3. USER ACCOUNT, PASSWORD, SECURITY AND ELECTRONIC ACCOUNT SERVICES.

(a) DEFINITIONS. The following definitions govern the terms of this Paragraph 3 and as used elsewhere in these Terms:

i. Payment Cutoff Time means 5:00 p.m. Central Standard Time on any Business Day and is the time by which you must transmit Payment Instructions for such Payment Instructions to be considered effective for that particular Business Day.

ii. Business Day means every day except Saturdays and Sundays.

iii. Linked Accounts means accounts associated with the PZ Property Registry, PZ Entity Registry and the PZ Personal Registry which may be interactive or concurrently accessible by you through the same username and password.

iv. Payment Account means your personal or business checking, savings, money market account, or other financial account, such as a credit card, from which payments may be made by you.

v. Payee means the relevant Counterparty to which you direct a payment. This will be determined by the particular component of the Online Services you access and posted terms specific to that component.

vi. Payment Instructions means the information provided by you for a payment to be made to Payee (i.e., banking account number, ABA number, payment date, payment amount, and any additional information).

vii. Payment Due Date means the Business Day upon which your payment will be received by Payee and your Payment Account will be debited. Note: Your Payment Due Date may be no later than the “Due Date” set by Counterparty for your most current bill.

viii.Pending Payment means a pending payment authorized by you through the Online Service that has not been debited to your Payment Account.

(b) ONLINE ACCOUNT ACCESS. For certain types of features available through the Website, including the Online Account Access features (the “Online Service”), we will either have a public access service, whereby any member of the public will have access to the Online Service (“Public Access Service”) or we will require the use of encryption technologies provided for your protection and/or your use of a user identification name (“UserID/ResidentID”) and password after setting up a user account (“User Account”), which will be private (“Private Access Service”). For self-enrollment into the Private Access Service, you must provide Account-specific information to authenticate yourself. In these Terms, as to the Private Access Service, “you” and “your” refer to each person, or, if applicable, the entity who is an owner, signer, or has unrestricted access to a User Account and each person that uses the Online Service with your permission (“Authorized User”). As to the Private Access Service, you may never use another person’s User Account and/or UserID/ResidentID with registering yourself as an Authorized User on that User Account. When your Online Service is linked to one or more Accounts, Counterparty may act on the oral, written, or electronic instructions of any authorized signer regarding your service for those Accounts. It is your responsibility to notify Counterparty if an Authorized User should no longer be given access to an Account through the Online Service.

(c) USER ACCOUNT AND PASSWORD. You are ultimately responsible for protecting your password and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies. You are required to take reasonable precautions to safeguard your password. You agree to never leave your computer unattended while using the Online Service and to always exit the Online Service by clicking on “Log Out.” You also agree to immediately notify Counterparty of any unauthorized use of your UserID/ResidentID, password and/or User Account, or any other breach of security by email at ots@prosperazede.hn and legal@prospera.hn. You are solely responsible for any activity that occurs with respect to your User Account and UserID/ResidentID. We do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception or interruption.

(d)​RELIANCE BY COUNTERPARTY. You will be bound by and authorize Counterparty to rely on your UserID/ResidentID and password to identify you when you use the Online Service, and as signature authorization for any payment made using the Online Service. You acknowledge and agree that you are responsible for all payments you make using the Online Service and for paying any and all late charges or penalties. You also acknowledge and agree that if you permit another person or persons to use the Online Service or give them your UserID/ResidentID and/or password, you are responsible for any payment that person makes to your Account, even if the person exceeds your authorization. You agree that Counterparty may comply with the Payment Instructions entered by any person using your UserID/ResidentID and Password, subject to the terms set forth more fully below in the Unauthorized Payments section of these Terms.

(e) SECURITY. Counterparty may, but is not obligated, to use several different security methods to protect your Account and User Account information, including:

i. You can only access the Online Service with certain browsers that have high security standards.

ii. If the Online Service does not recognize your computer, you will be prompted to answer one of your challenge questions to verify your identity.

iii. The Online Service will automatically log off if prolonged periods of inactivity occur.

iv. Your session will terminate if you navigate away from the Online Service to another website.

(f) ELECTRONIC COMMUNICATION.

i. Email and Online Message Center. When you enroll in the Private Access Service component of the Online Service, you must designate a primary email address that will be used for receiving electronic communication; it may be the same as your UserID/ResidentID. To the extent that Counterparty maintains an online message center now or in the future, such exchange of communications shall be considered an electronic communication and may be utilized by Counterparty for providing you notices pursuant to these Terms, as required by Applicable Law (as permitted) or generally regarding your Account(s) with Counterparty. Counterparty will NEVER send you email requesting confidential information such as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from Counterparty, do not respond to the email and notify Counterparty by email to ots@prosperazede.hn and legal@prospera.hn.

ii. Usage of Electronic Communication. By your enrollment in the Private Access Service component of the Online Service, you agree to receive these Terms and any disclosures or notices required by Applicable Law and all other communications electronically to the email address you designate in your account profile and, if applicable or different, your ResidentID. You also agree that Counterparty may respond to any communication you send to Counterparty with an electronic communication, regardless of whether your original communication with Counterparty was an electronic communication. Any electronic communication Counterparty sends to you will be considered received within 7 calendar days of the date such communication is sent by computer servers utilized by Counterparty to the email address you designate in your account profile or posted to Counterparty’s online message center (if applicable). Any electronic communication you send to Counterparty will not be effective until Counterparty has had a reasonable opportunity to act on the electronic communication. You should not rely on electronic communication if you need to communicate with Counterparty immediately and, in no event, should your sole method of communication with Counterparty regarding any emergency be by electronic communication. Counterparty may require you to provide written confirmation of any verbal or electronic notice of alleged error by Counterparty.

(g) PERMISSIBLE ACTIVITIES. You may perform the following activities with the Online Service as available, subject to posted terms specific to the service, whether you are using the Public Access Service or Private Access Service component of the Online Service, and your residency status, as determined by the PZ or as delegated to the GSP:

i. Access Services. You may access the available services related to the PZ Entity Registry, Personal Registry, and Property Registry, as well as Próspera Arbitration Center and GSP.

ii. Account Inquiry. You may retrieve Account information (such as a balance due).

iii. Alerts. You may set alert messages for certain circumstances.

iv. Review Statements. You may view electronic version of one or more Account statements. Online statements should not be substituted for, nor represented as, your official statement.

v. Payments. You may make payments to your Account from your Payment Account. Payments may only be made from checking, money market, or savings accounts and must be made in accordance with the terms of these Terms and any other applicable account agreements.

(h) PAYMENTS. You authorize Counterparty to debit your Payment Account and remit funds on your behalf to the Payee. When Counterparty receives a Payment Instruction, you have authorized Counterparty to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Payment Due Date as designated by you. You also authorize Counterparty to credit your Payment Account for payments returned to you Counterparty.

(i) DISCLOSURE OF ACCOUNT INFORMATION. Counterparty may disclose information to third parties about you, including email addresses, or your Account, in the situations described below and as otherwise set forth in Counterparty’s Privacy Policy. We will disclose such information:

i. where disclosure is necessary for completing payments, or to resolve a problem related to a payment;

ii. to verify the condition and existence of your Account for a third party, such as a credit bureau or merchant;

iii. to persons authorized by law in the course of their official duties;

iv. to a consumer reporting agency as defined by Applicable Law;

v. to comply with a government agency or court order, such as a lawful subpoena;

vi. to Counterparty employees, auditors, service providers, attorneys or collection agents in the course of their duties; or

vii. if you give Counterparty written permission (including by email).

(k) INSUFFICIENT FUNDS TO COMPLETE PAYMENT. You must have sufficient available funds or credit in your Payment Account on the Payment Due Date. If your Payment Account has insufficient funds, the Payment will not be completed. Should a Payment fail because of insufficient funds in your Payment Account, an amount equal to Counterparty’s Returned Payment Fee then in effect will be applied to your Account. If, for any reason, your Payment Account company declines or otherwise refuses to pay the amount owed for the offerings or services you have purchased, you agree that we may, at our option, suspend or terminate your access and use of the Website and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. Additionally, such nonpayment may also constitute a material breach of contract under your Agreement of Coexistence, if any. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

(l) COUNTERPARTY’S LIABILITY FOR FAILURE TO COMPLETE PAYMENTS. If Counterparty debits your Payment Account incorrectly, Counterparty will be responsible for returning the improperly debited funds to your Payment Account. However, Counterparty will not be liable in the following situations:

i. You did not properly follow the provisions of these Terms, the online instructions for the Online Service, or other instructions for making a payment;

ii. Through no fault of Counterparty’s, you have insufficient funds in your Payment Account to make a payment;

iii. Your computer, the software, phone lines, Counterparty’s computer system or the Online Service were not working properly or were temporarily unavailable, and this problem was or reasonably should have been apparent to you when you attempted the payment or you were advised by the Online Service of the malfunction before you executed the payment;

iv. Circumstances beyond our control prevented the payment, despite reasonable precautions that we have taken, including telecommunications outages, fires, floods, or other natural disasters;

v. Counterparty has reasonable basis to believe that unauthorized use of your UserID/ResidentID, Password, or User Account or Account has occurred or may be occurring;

vi. Counterparty or you has terminated your Online Service or closed your Account to which the UserID/ResidentID was linked;

vii. You have supplied your login information to another party; or

viii. For any other reason specified in these Terms or any other agreement Counterparty has with you.

(m) ACCURATE INFORMATION. In creating and using your User Account on the Website, you agree to: (i) provide true, accurate, current and complete information about yourself on any registration form required on the Website (such information being the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Counterparty has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Counterparty has the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.

(n) TERMINATION OF ACCOUNT. Subject to the terms of any applicable Agreement of Coexistence and related side letter, Counterparty reserves the right to terminate your use of the Online Service for any reason including inactivity and at any time without notice to you. You have the right to terminate your use of the Online Service by writing to Counterparty at the address provided at the end of these Terms. Any termination of your use of the Online Service, whether initiated by you or by Counterparty, will not affect any of your or Counterparty’s rights and obligations under these Terms that have arisen before the effective date of such termination. Your termination of Online Service will not effectuate a termination of any applicable Agreement of Coexistence or related side letter.

(o) ERRORS OR QUESTIONS ABOUT PAYMENTS. In case of errors or questions about Payments, you should notify Counterparty at once at by email at ots@prosperazede.hn and legal@prospera.hn or through the online message center (if applicable).

4. WEBSITE CONDUCT, POSTING POLICIES & THIRD PARTY WEBSITES

(a) USER-CREATED CONTENT GUIDELINES. Your use of the Website, including the PZ Blog, if any, is subject to all Applicable Laws, and you are solely responsible for any comments or posts you leave on the Website or the Blog, if any. By posting or contributing information on or to the Website, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Website, you agree that you will not post comments, messages, links, code or other information that:

i. are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;

ii. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

iii. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

iv. consist of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v. contain any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;

vi. breach the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Website, or attempts to gain access to other network or server via your account on this Website;

vii. impersonate any person or entity, including any of our employees or representatives.

(b) NO ENDORSEMENT. Counterparty neither endorses nor assumes any liability for any material uploaded or submitted by users on or through any part of the Website. Although we do not accept responsibility for pre-screening, policing or monitoring comments posted on or submitted to the Website, we and our agents reserve the right to refuse the receipt of information or remove any and all postings that we feel do not comply with these Terms and any other rules of user conduct for our Website, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings or refusing such information.

(c) THIRD-PARTY WEBSITES AND INFORMATION. This Website may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Website or party by us, or any warranty of any kind, either express or implied.

(d) PROMOTIONS. From time to time, this Website may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

5. INTELLECTUAL PROPERTY

(a) CONTENT. For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed, used or accessed by users on our Website and is owned or licensed by one or all of Counterparty.

(b) OWNERSHIP OF CONTENT. By accepting these Terms, you agree that all content presented to you on this Website is protected by any and all intellectual property and/or other proprietary rights available within the PZ and protected by treaties governing the Republic of Honduras, and is the sole original or licensed property of one or all of Counterparty. Without limitation, the following are registered trademarks, trademarks or service marks of Counterpart: Próspera, Honduras Próspera, ZEDE of North Bay, and NeWay. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of one or all of Counterparty by ownership or license. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of any of Counterparty. Certain of the ideas, software and processes incorporated into the offerings and services available on this Website are protected by patent applications pending in the United States and elsewhere, and we may prepare and file additional patent applications in selected foreign jurisdictions.

(c) LIMITATIONS ON USE OF CONTENT. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Website in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Website content violates our intellectual property interests and could result in criminal or civil penalties.

(d) NO WARRANTY FOR THIRD-PARTY INFRINGEMENT. Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Website will not infringe the rights of third parties.

6. CONTENT YOU CREATE OR PROVIDE.

(a) YOUR INTELLECTUAL PROPERTY RIGHTS. Subject to our Privacy Policy, any communication or material that you transmit to this Website or to any Counterparty, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content (“User Content”). While you retain all rights to the User Content, you grant each Counterparty (including our employees and Affiliates), a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, publish, translate, adapt, modify, and otherwise use the User Content for any purpose whatsoever, regardless of the form or medium in which it is used.

i. We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing Counterparty or User Content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with Applicable Law. We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.

ii. If you believe that you or someone else’s copyright has been infringed by Counterparty or User Content provided on this Website, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under Applicable Law. Nothing here or anywhere on this Website is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:

(1) Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any Copyright Registration number(s), URL(s) etc.;

(2) Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);

(3) The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);

(4) A statement that the Rights Holder has a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;

(5) A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and

(6) The Rights Holder’s electronic signature.

iii. Counter-Notification. If material that you have posted to our Website has been taken down, you may file a counter-notification that contains the following details:

(1) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(2) A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;

(3) Your name, address and telephone number;

(4) A statement that you consent to the jurisdiction of the PZ default Arbitration Service Provider to resolve any dispute.

(5) Your physical or electronic signature.

iv. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our site without liability to you or any other party.

v. Infringement-Related Notices may be sent to:

By Mail:

Nick Dranias Law & Policy Analysis LLC, Designated Agent
3145 E. Chandler Blvd., Ste 110
Phoenix, AZ 85048

By Facsimile:

ATTN: Nick Dranias Law & Policy Analysis LLC, Designated Agent
001-602-483-1658

By e-mail:

ndranias@ndlawpolicy.com

(b) CONFIDENTIAL INFORMATION. As stated above, all communications sent by you to us will be treated as non-confidential and non-proprietary (subject to our Privacy Policy). Please do not submit confidential or proprietary information to us (including patentable ideas, new content suggestions or business proposals) unless we have mutually agreed in writing otherwise, such as in your applicable Agreement of Coexistence, if any. Ideas that we receive unsolicited will be treated as property owned by GSP and will not be returned to you.

7. EMAIL SERVICES & DATA STORED

(a) EMAIL SERVICE. We may make email services available to users of our Website, either directly or through a third-party provider. We will not inspect or disclose the contents of private email messages except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under Applicable Law or by court or governmental order. Further information is available in our Privacy Policy.

(b) SPAM PREVENTION. We use automated tools or techniques to protect our users from mass unsolicited mailings (also known as “spam”) and/or other types of malicious or harmful content. However, such tools or techniques are not perfect, and we therefore are not responsible in cases where legitimate communications are accidentally blocked, or unsolicited communications get through to your PZ supplied email account.

(c) STORAGE PROVIDED BY US. All personal data or Content that is transmitted through or created on the Website is handled and stored by or at the direction of the PZ or GSP, as delegate of PZ, under Applicable Law as governmental authorities. If you store personal data of any kind with us, you understand and agree to abide by the relevant posted terms. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Website. You acknowledge that we reserve the right to remove or terminate accounts which have not make any required payment, that remain inactive for longer than TWO (2) YEARS, or in cases where you have violated one or more Terms.

8. DISCLAIMER

THIS WEBSITE AND ALL CONTENT, SERVICES AND OFFERINGS ON THIS WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE WEBSITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS WEBSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS WEBSITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

COUNTERPARTY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AND/OR THE ONLINE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT COUNTERPARTY SHALL HAVE ADEQUATE CAPACITY FOR THE WEBSITE AND/OR THE ONLINE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

THE USE OF THE OFFERINGS OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY SERVICES, PRODUCTS OR CONTENT THROUGH THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

THROUGH YOUR USE OF THE WEBSITE, YOU MAY HAVE THE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER USERS AND VENDORS. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY PRODUCTS, SERVICES OR OFFERINGS PROVIDED BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OF SUCH MERCHANDISE, SERVICES AND YOU.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS WEBSITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE WEBSITE, INCLUDING ANY OFFERINGS, SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE, THE ADDITION OF FREE OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT OFFERINGS ON THIS WEBSITE SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THESE TERMS AND YOUR USE OF THIS WEBSITE SHALL BE LIMITED TO THE AMOUNT YOU PAID US FOR OFFERINGS PURCHASED ON THE WEBSITE DURING THE TWELVE (12) MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY, EXCEPT AS MAY OTHERWISE BE PROVIDED BY YOUR AGREEMENT OF COEXISTENCE AND RELATED SIDE LETTER, IF ANY.

IN NO EVENT SHALL ANY OF COUNTERPARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS WEBSITE; INCLUDING, BUT NOT LIMITED TO, (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR COMPUTER SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, AND/OR (E) ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE BY ANY THIRD PARTY OR FOR ANY LOSS OR DAMAGE OF ANY KIND. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS COUNTERPARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

FURTHERMORE, YOU ACKNOWLEDGE THAT RELATED ENTITIES AND PERSONS ARE OR COULD BE IN POSITIONS OF CONTROL AND AUTHORITY OVER ANY OR ALL OF COUNTERPARTY, AND EACH HAS OR MAY DERIVE A PECUNIARY GAIN DIRECTLY OR INDIRECTLY FROM DECISIONS MADE BY A RELATED ENTITY IN CONNECTION WITH THE WEBSITE. IN RECOGNITION OF THE PRACTICAL NECESSITY OF SUCH JOINT CONTROL AND AUTHORITY DUE TO THE ORGANIZATIONAL AND DEVELOPMENTAL PHASE IN WHICH THE PZ IS OPERATING, AND ITS “STARTUP GOVERNMENT” NATURE, YOU WAIVE AND DISCLAIM ANY CLAIM THAT A BREACH OF CONTRACT, BREACH OF FIDUCIARY DUTY, OR FIDUCIARY FRAUD WOULD RESULT OR SHOULD BE PRESUMED BASED ON ANY ACTUAL OR APPARENT CONFLICT OF INTEREST THAT HAS ARISEN OR MAY ARISE IN ANY WAY, WHETHER DIRECTLY OR INDIRECTLY, FROM THE CONTINUATION OF JOINT CONTROL AND AUTHORITY OVER ANY OR ALL OF COUNTERPARTY BY RELATED ENTITIES AND PERSONS.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COUNTERPARTY INCLUDING SUBSIDIARIES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, LIABILITIES, JUDGMENTS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ASSESSED OR INCURRED BY COUNTERPARTY, DIRECTLY OR INDIRECTLY, WITH RESPECT TO OR ARISING OUT OF: (I) YOUR FAILURE TO COMPLY WITH THESE TERMS; (II) YOUR BREACH OF YOUR OBLIGATIONS UNDER THESE TERMS; (III) YOUR USE OF THE RIGHTS GRANTED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY CLAIMS MADE BY ANY THIRD PARTIES; AND/OR (IV) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

COUNTERPARTY DOES NOT INTEND TO PROVIDE ANY INVESTMENT ADVICE OR INFORMATION RELATING TO ITSELF OR ANY COUNTERPARTY IDENTIFIED ON THE WEBSITE. NEVERTHELESS, THE WEBSITE MAY, FROM TIME TO TIME, CONTAIN INFORMATION ON THE CURRENT OR PROSPECTIVE INSURANCE STATUS, PROPERTY OWNERSHIP OR ASSESSABLE VALUE, OR FINANCIAL CONDITION OF THIS AND/OR CERTAIN OTHER INDIVIDUALS AND COMPANIES, INCLUDING USERS. COUNTERPARTY CAUTIONS THAT THERE ARE VARIOUS IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE INFORMATION YOU MAY ENCOUNTER ON THE WEBSITE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SUCH INDICATED RESULTS WILL BE REALIZED. THESE FACTORS INCLUDE, AMONG OTHER THINGS, LEGISLATIVE AND REGULATORY INITIATIVES REGARDING REGULATION OF COMPANIES; POLITICAL AND ECONOMIC CONDITIONS AND DEVELOPMENTS IN HONDURAS AND IN FOREIGN COUNTRIES IN WHICH THE COMPANIES DISCUSSED ON THE WEBSITE OPERATE; FINANCIAL MARKET CONDITIONS AND THE RESULTS OF FINANCING EFFORTS; AND CHANGES IN REAL ESTATE AND COMMODITY PRICES AND INTEREST RATES.

10. TERMINATION OF USE

(a) GROUNDS FOR TERMINATION. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Website, and reporting you to the proper authorities, if necessary. However, the foregoing is subject to the terms of your Agreement of Coexistence and related side letter, if any. (b) NO RIGHT TO OFFERINGS UPON TERMINATION. Upon termination and regardless of the reason(s) motivating such termination, your right to use the services and offerings available on this Website will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Liability for any unpaid fees and any intellectual property rights license granted by you to us shall survive any termination. However, the foregoing is subject to the terms of your Agreement of Coexistence and related side letter, if any.

11. MISCELLANEOUS PROVISIONS

(a) EXTERNAL TO PZ/INTERNATIONAL USE. Although this Website may be accessible worldwide, we make no representation that materials on this Website are appropriate or available for use in locations outside the PZ. Those who choose to access this Website from other locations do so on their own initiative and at their own risk. If you choose to access this Website from outside the PZ, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Website is void where prohibited. Access to the Website from jurisdictions where such access is illegal is prohibited. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the PZ and the jurisdiction in which you reside (if different from the PZ).

(b) GOVERNING LAW. This Website (excluding any Third Party websites) is controlled by the PZ and GSP from the Island of Roatan, Bay Islands, Republic of Honduras, and the law promulgated by and applicable in the PZ shall be controlling, such as the Roatan Common Law Code, §§ 2-3-4-0-1-0-1001 through 2-3-4-0-5-0-5004, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the PZ default Arbitration Service Provider as provided by the Próspera Arbitration Statute 2019, §§2-1-37-1-0-0-1 through 2-1-37-8-0-0-64, as amended from time to time. The Website and the Online Service shall be deemed a passive website and service that does not give rise to personal jurisdiction over any Counterparty outside of the PZ.

(c) NO RESALE RIGHT. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Website, or use of or access to this Website or services, products or offerings provided through this Website, beyond the limited rights granted to you under these Terms.

(d) FORCE MAJEURE. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products, services and offerings available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

(e) SAVINGS CLAUSE. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

(f) NO WAIVER. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

(g) ENTIRE AGREEMENT. Your Account linked to the Online Service will also be governed by the agreements, disclosures, and other documents provided to you in connection with the opening of your Account, as they may be amended periodically, including, as applicable, any Agreement of Coexistence and related side letter, as well as any posted terms specifically relating to the component of the Online Service accessed. If any inconsistency exists between such other documentation and these Terms, then these Terms shall control to the extent of inconsistency with the sole exception of any applicable Agreement of Coexistence and related side letter, which shall control over these Terms to the extent of inconsistency. Otherwise, these terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto, with the sole exception of the terms of your Agreement of Coexistence and related side letter, if any, as well as the posted terms governing the specific component of the Online Services that you may purchase, if any. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Website is in conflict or inconsistent with these Terms, these Terms shall take precedence.

12. PRIVACY. Personal data that you provide regarding yourself will be handled in accordance with Counterparty’s Privacy Policy located at www.prosperazede.hn/privacy and as may be linked to this Website (“Privacy Policy”).

13. AVAILABILITY. Information that Counterparty publishes in the Website may contain references or cross-references to products, programs or services of Counterparty that are not necessarily announced or available in your area. Such references do not mean that Counterparty will announce any of those products, programs or services in your area at any time in the future. You should contact Counterparty for information regarding the products, programs and services that may be available to you, if any.

14. NON-TRANSFERABILITY OF USER ACCOUNT. User Accounts and UserID/ResidentIDs are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Website with his or her UserID/ResidentID and password. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by Counterparty unless acknowledge by Counterparty in writing. Counterparty has no obligation to provide you with written acknowledgment. Counterparty may, at any time and in its sole discretion, assign these Terms, in whole or in part, or delegate any of our rights and responsibilities under these Terms to any third party or entity.

15. CUSTOMER COMMENTS. We welcome the submission of comments, information or feedback through the Website. By submitting information through the Website, you agree that the information submitted shall be subject to the Counterparty Privacy Policy.

16. ENGLISH VERSION CONTROLLING. These Terms may be translated into Spanish and other languages; however, the English version of these Terms shall be controlling.

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