Terms of Service

I. Acceptance of Terms and Access Restrictions

Access Limitations

Access to and use of the Website is strictly limited to:

• Citizens and lawful residents of the United States; and
• Citizens and lawful residents of countries that are not:
  • Subject to the European Union's General Data Protection Regulation (GDPR); or
  • Subject to any data protection or privacy regulations that are equally or more burdensome than the GDPR.

Access Warranty

By accessing or using the Website, you expressly warrant and represent that:

• You are either a citizen or lawful resident of the United States; or
• You are a citizen or lawful resident of a country that is not subject to the GDPR or any equivalently burdensome data protection or privacy regulations; and
• Your access and use of the Website is not subject to the GDPR or any equivalently burdensome data protection or privacy regulations.

Acceptance of Terms

By accessing and using the Website, you consent to and agree to be bound by these Terms. If we decide to change these Terms, we will post the updated Terms on the Website. Your continued use of the Website following any amendment of these Terms will signify your acceptance of the revised terms.

Verification and Enforcement

We reserve the right to:

• Verify your eligibility to access the Website;
• Block access from IP addresses or locations associated with jurisdictions subject to the GDPR or equivalent regulations;
• Terminate your access if we determine that you have violated these access restrictions; and
• Take any other measures we deem necessary to enforce these access limitations.

II. Website Use and Content

The Website is provided for informational purposes only. We make no representations or warranties about the accuracy, completeness, or suitability of the information provided. You may view, copy, or print pages from the Website solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute, or publish any information from the Website without our express, prior, written consent.

III. User Information and Communication

Information Collection

When you provide information through the Website or our SMS messaging service, including through contact forms, information requests, or SMS opt-in, you agree to:

• Provide true, accurate, current, and complete information
• Maintain and promptly update such information to keep it true, accurate, current, and complete

Use of Information

You acknowledge and agree that information you provide may be used by us to:

• You acknowledge and agree that information you provide may be used by us to:
• Send you information about our services
• Contact you about other products or services that may be of interest to you
• Improve our Website and services
• Send you automated marketing and informational text messages as described in these Terms

Communications and SMS Messaging Service

Website Communications

By providing your contact information, you consent to receive communications from us via email or other methods. You may opt out of marketing communications at any time by following the unsubscribe instructions in our emails or contacting us directly.

SMS Program Enrollment and Consent

When you opt into our SMS messaging service, you agree to receive recurring automated marketing and informational text messages from us. These messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided when signing up or any other number that you designate. Your consent to receive marketing messages is not a condition of purchase.

Message Frequency and Modifications

Message frequency varies, and additional mobile messages may be sent periodically based on your interaction with our services. We reserve the right to:

• Alter the frequency of messages sent at any time
• Change the short code or phone number from which messages are sent
• Change or terminate our messaging program at any time

Message and Data Rates

Message and data rates may apply. Contact your wireless provider with any questions about your text or data plan. Neither your wireless provider nor we are liable for delayed or undelivered messages.

SMS Program Cancellation

You may cancel SMS messages at any time by texting STOP. After sending STOP, you will receive a confirmation message of your unsubscription. To resume receiving messages, you must complete a new opt-in process.

SMS Support

Text HELP at any time for instructions on how to unsubscribe or contact support. For additional support regarding our services, email us at legal@prospera.hn.

Mobile Number Changes

You agree that before changing your mobile number or transferring it to another individual, you will either reply STOP from the original number or notify us of your old number at legal@prospera.hn. This notification is a condition of using our SMS messaging service.

IV. Intellectual Property

All content on this Website, including but not limited to text, graphics, logos, images, audio clips, digital downloads, and data compilations, is our property or the property of our content suppliers and is protected by United States and international copyright laws.

Ownership

All content on this Website, including but not limited to text, graphics, logos, images, audio clips, digital downloads, and data compilations, is our property or the property of our content suppliers and is protected by United States and international copyright laws.

Limited License

We grant you a limited, non-exclusive, non-transferable license to access and view the Website content for personal, non-commercial purposes. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any content on our Website.

V. Disclaimers and Limitations

Disclaimer of Warranties

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, AND FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

Specific Disclaimers

We do not warrant that:

• The Website will function uninterrupted, secure, or available at any particular time or location
• Any errors or defects will be corrected
• The Website is free of viruses or other harmful components
• The results of using the Website will meet your requirements
• The accuracy, reliability, or completeness of any information on the Website

Release and Waiver

• To the maximum extent permitted by applicable law, you hereby release and waive all claims against Company, its affiliates, and their respective officers, directors, employees, and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with your use of the Website. You understand that this release and waiver applies to all claims, whether known or unknown, foreseen or unforeseen, patent or latent.
• If you are a California resident, you waive all rights under California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Assumption of Risk

You acknowledge and agree that your use of the Website is at your own risk and that you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from your use of the Website.

VI. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

VII. Indemnification

You agree to defend, indemnify, and hold us harmless from and against any claims, damages, costs, liabilities, and expenses arising out of or related to your use of the Website or any violation of these Terms.

VIII. Dispute Resolution and Governing Law

Agreement to Arbitrate

You and Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Website (collectively, "Disputes") shall be resolved solely by binding arbitration, rather than in court.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Arbitration Rules and Forum

The arbitration will be administered by the Próspera Arbitration Center LLC ("PAC") in accordance with its Private Expedited Binding Arbitration Rules ("PAC Rules") then in effect.

Arbitration Location and Procedure

Unless you and Company otherwise agree, the arbitration will be conducted online through PAC's virtual platform. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary.

Arbitrator's Powers

The arbitrator will have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or relating to the interpretation or application of this Arbitration Agreement, including the enforceability, revocability, scope, or validity of this Arbitration Agreement or any portion of this Arbitration Agreement.

Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the PAC Rules. The parties acknowledge that the PAC Rules may provide for expedited procedures and cost-effective fee structures designed to promote access to justice.

Governing Law

These Terms and any Dispute will be governed by and construed in accordance with the Rules of Próspera ZEDE, as published athttps://pzgps.hn from time to time, to the furthest extent permitted by the laws of the State of Delaware, without regard to its conflict of laws principles.

Exceptions to Agreement to Arbitrate

Notwithstanding the agreement to arbitrate all Disputes, either party may bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

30-Day Right to Opt Out

You have the right to opt out of the arbitration agreement contained in this section by sending written notice of your decision to opt out to Nicholas C. Dranias, General Counsel, c/o Nick Dranias Law, 3145 E. Chandler Blvd. Ste. 110-645, Phoenix, AZ 85048 and legal@prospera.hn within thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and an unequivocal statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply.

IX. Changes to Website

We reserve the right to modify or discontinue the Website or any features or content thereof at any time without notice to you.

X. Privacy Policy

Your use of the Website and our SMS messaging service is governed by our Privacy Policy, which is incorporated into these Terms by reference.

XI. Contact Information

Questions about these Terms should be sent to us at:

XII. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

XIII. Entire Agreement

These Terms constitute the entire agreement between you and us regarding the use of the Website, superseding any prior agreements between you and us relating to your use of the Website.

XIV. Accessibility

Commitment to Accessibility

Company uses reasonable efforts to ensure that its Website is accessible to people with disabilities.

WCAG Guidelines

While Company aspires to follow the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards where reasonably feasible, Company makes no representations or warranties regarding the extent of its compliance with these guidelines or the ADA.

Notice and Cure Requirement

As a material condition of accessing and using the Website, and in consideration for such access and use, you agree to the following dispute resolution process for any claim arising under the Americans with Disabilities Act (“ADA”) or related accessibility laws:

Required Notice

Before initiating any formal legal action or complaint regarding Website accessibility, you must:

• Provide written notice to Company at Nicholas C. Dranias, General Counsel, c/o Nick Dranias Law, 3145 E. Chandler Blvd. Ste. 110-645, Phoenix, AZ 85048 and legal@prospera.hn
• Provide written notice to Company at Nicholas C. Dranias, General Counsel, c/o Nick Dranias Law, 3145 E. Chandler Blvd. Ste. 110-645, Phoenix, AZ 85048 and legal@prospera.hn
• Describe the accessibility barrier(s) encountered
• Provide your contact information
• Allow sixty (60) days from Company's receipt of notice for Company to address the issue

Opportunity to Cure

Upon receiving notice, Company shall:

• Acknowledge receipt within five (5) business days
• Investigate the reported accessibility barrier
• Either implement a solution or provide an alternative means of access within the cure period
• Communicate with you regarding the status and resolution

Alternative Access

During the cure period, Company will provide alternative means of accessing the information or services, if reasonably feasible.

Waiver and Release

By accessing the Website, you expressly agree that:

• Compliance with this notice and cure process is a mandatory prerequisite to pursuing any ADA claim regarding Website accessibility
• Failure to provide notice and opportunity to cure as specified above shall constitute a waiver and release of any and all claims related to Website accessibility under the ADA
• This waiver and release is supported by adequate consideration in the form of access to the Website and its content

Preservation of Rights

Nothing in this section shall:

• Limit Company's ability to assert other available defenses
• Apply to claims unrelated to Website accessibility

Third-Party Content

Company is not responsible for ensuring the accessibility of third-party content, websites, or applications that may be linked to or integrated with our Website.

Ongoing Commitment

Company maintains an ongoing commitment to Website accessibility and will continue to review, test, and modify the Website for accessibility compliance regularly.

Contact Information

Questions about these Terms should be sent to us at: