Terms of Use

Effective Date: July 1, 2025

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the website operated by Prosapia LLC ("Prosapia," "we," "us," or "our"), including all content, functionality, and services offered on or through the Site (the "Site"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site.

These Terms apply to all visitors, users, and others who access or use the Site. Your use of the Site constitutes your agreement to these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Intellectual Property

The Site and its entire contents, features, and functionality — including but not limited to text, graphics, logos, images, and software — are owned by Prosapia LLC or its licensors and are protected by United States and international intellectual property laws, including copyright, trademark, and trade secret laws.

You may access and use the Site for your personal, non-commercial informational purposes only. You may not:

  • Reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from the Site without prior written permission from Prosapia;
  • Remove or alter any proprietary notices, labels, or marks on Site content;
  • Use any Prosapia trademarks, logos, or service marks without prior written consent.

Limited permission is granted to download or print materials from the Site solely for personal, non-commercial use, provided you do not modify the materials and retain all copyright and proprietary notices.

3. User Conduct

You agree that you will not use the Site to:

  • Violate any applicable federal, state, local, or international law or regulation;
  • Transmit any unsolicited or unauthorized advertising or promotional material;
  • Engage in any conduct that restricts or inhibits any other person's use or enjoyment of the Site;
  • Introduce viruses, Trojan horses, worms, or other malicious or technologically harmful material;
  • Attempt to gain unauthorized access to any portion of the Site or any system or network connected to the Site;
  • Use any automated means to access the Site, including bots, spiders, or scrapers, without our express written permission;
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity;
  • Collect or store personal data about other users without their consent.

4. Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PROSAPIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Prosapia does not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. Prosapia does not warrant the accuracy, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk.

Information on this Site regarding Prosapia's services, capabilities, and government contracting status is provided for general informational purposes and does not constitute a binding offer or guarantee of contract award or performance.

5. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROSAPIA LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, EVEN IF PROSAPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PROSAPIA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Indemnification

You agree to defend, indemnify, and hold harmless Prosapia LLC and its members, managers, officers, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site, including but not limited to any use of the Site's content other than as expressly authorized in these Terms.

7. Third-Party Links

The Site may contain links to third-party websites or resources. These links are provided for your convenience only. Prosapia has no control over the content of those sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Linking to any third-party site does not imply Prosapia's endorsement of that site or its content.

8. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Site shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice or conflict of law provision or rule. You agree that any legal action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the state or federal courts located in New Jersey, and you consent to the personal jurisdiction and venue of such courts.

9. Dispute Resolution

Before initiating any formal legal proceeding, you agree to contact Prosapia in writing to describe the nature of your dispute and attempt to resolve it informally. The parties shall have thirty (30) days from the date of the written notice to attempt informal resolution.

If the dispute cannot be resolved informally, either party may pursue claims in a court of competent jurisdiction in New Jersey. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court for matters involving intellectual property or confidentiality obligations.

10. Changes to These Terms

We reserve the right to revise and update these Terms at any time in our sole discretion. All changes are effective immediately upon posting and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms means you accept and agree to the changes. We encourage you to review these Terms periodically.

11. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver by Prosapia of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

12. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Prosapia LLC with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site.

13. Contact Information

Questions or comments about these Terms may be directed to:

Prosapia LLC

Attn: Legal

New Jersey, USA

Email: dlong@prosapia.com