When we say “We,” “our,” or “Prospection,” we are referring to the Prospection legal entity (including its affiliated entities) identified in the Order. When we say “you” or “your,” we mean the Customer entity identified in the Order.
The Order, along with any specific terms and conditions related to the product or service, and any other documents mentioned in the Order or these Terms, make up the entire agreement between us (“Agreement” or “Terms”). This Agreement replaces any previous discussions or representations about your Order.
By agreeing to these Terms on behalf of the Customer, you confirm that you have the authority to legally bind the Customer. You also acknowledge that we rely on this authority to provide the Products.
If you try to include any additional terms and conditions in a purchase order or any other way, those terms will not be valid and will be excluded. By using our Products, you are indicating your acceptance of these Terms.
Orders: When you place an Order, it will include details about the Products, Territory, Term, Fees, and the individuals who are permitted to access and use the Product (“Authorized Users”). The Order may also specify any restrictions on your use.
Authorized Use: Prospection grants your Authorized Users a non-exclusive, non-transferable, and revocable license to use the Products within the specified Territory as outlined in the Order. This license is granted solely for internal analysis and research purposes. Your Authorized Users may view, download, and print information available on the Products for internal use within the Territory. It is your responsibility to ensure that your Authorized Users comply with these Terms and you will be held accountable for any actions or omissions related to the Products by your Authorized Users.
Restrictions on Use: You are not allowed to (i) use the Product or Prospection Intellectual Property Rights to create derivative works or products (including tools, algorithms, or models) that directly compete with or serve as a substitute for Products offered by Prospection or its third-party providers; (ii) perform penetration testing; (iii) disable or circumvent any functionality or restrictions within the Products; or (iv) grant access, usage, or benefits from the Products to any third parties or unauthorized users in any way.
User Authentication: Certain Products may require authentication, such as a password, for your access. Sharing passwords or facilitating access to unauthorized users is strictly prohibited. Both parties are responsible for maintaining industry-standard computing environments to ensure the security of data and prevent unauthorized access.
Access & Use: We provide online access to our Products, and by using them, you agree to abide by the terms outlined in the Agreement.
Permission to Use: When you use our services, you grant Prospection permission to utilize, store, and process the data and materials you provide us, including written and/or verbal voice prompts and commands (“Content”). Our employees and contractors may access and use your Content as necessary to provide and improve the Products. This may include activities such as software development, training, research assistance, technical support, and other related services.
Security: If we become aware of any unauthorized access to your Content by a third party, we will promptly notify you in compliance with Applicable Laws and take reasonable measures to address any identified security vulnerabilities. While our Products are designed to protect your Content, unless otherwise specified in your Order, it is your responsibility to maintain backups of your Content.
Term: The duration of the Agreement and any renewal terms for the Products are specified in your Order. If you do not wish to renew the Products outlined in an Order, either in whole or in part, you must provide written notice at least 60 days before the end of the current term.
Termination: Either party has the right to terminate the Agreement immediately by providing written notice if the other party commits a material breach and fails to remedy the breach within 30 days after being notified to do so, provided the breach is capable of being remedied.
Our Intellectual Property: Prospection owns all Intellectual Property Rights related to the content, data, and materials within the Products. In exchange for your payment of the specified
Fees in the Order, Prospection grants you a non-exclusive, non-transferable, and revocable right to access and use those Products for the permitted purpose(s) outlined in the Order.
Your Intellectual Property: You retain ownership of all Intellectual Property Rights related to your pre-existing content, data, and materials that you provide to us or use with the Products (“Customer Materials”). By providing the Customer Materials, you grant Prospection a non-exclusive, royalty-free, worldwide, irrevocable license to use the Customer Materials as necessary to provide, maintain, and enhance the Products (including the right to sublicense the same to our subcontractors, as necessary). It is your responsibility to ensure that the Customer Materials do not infringe upon the rights of third parties or violate any applicable laws.
The term “Intellectual Property Rights” refers to various intellectual property rights, including but not limited to:
Payment: You are responsible for paying our fees in the currency specified, along with any applicable taxes, within 30 days of the invoice date, unless otherwise stated in your Order.
Increases: Our Fees may be subject to increase on the anniversary of the commencement of the Term.
Increase in Usage: If your Order specifies limits on usage or Authorized Users, you will be charged additional fees if you exceed those limits. These charges will be based on the rates stated in the Order or our current standard pricing, whichever is greater.
Limited Warranty: We warrant that we will provide the Products with commercially reasonable skill and care, and that our cloud-based software will substantially conform to its current documentation. However, we do not guarantee uninterrupted or error-free operation or delivery of the Products. To the fullest extent permitted by applicable laws, these warranties, along with any product-specific warranties mentioned in your order, are the exclusive warranties provided by Prospection. We disclaim all other warranties, representations, and undertakings, whether express or implied, including warranties of performance, merchantability, fitness for a particular purpose, accuracy, completeness, and currency.
No Liability: We will not be held responsible for failures, errors, or delays that occur due to (i) your or a third party’s technology or network; (ii) your actions or inaction, except for proper use of the Product, such as failing to follow usage instructions or meeting the minimum recommended technical requirements; (iii) changes made by you to the Products; (iv) your failure to implement and maintain proper virus or malware protection, backup, and recovery systems; (v) your failure to install provided updates; or (vi) other causes not attributable to us. If it is determined that the Product failure is due to one of these reasons, we reserve the right to charge you for the investigation work we have conducted at our current rates.
Excluded Losses: Neither party will be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental, or exemplary damages, indirect or consequential losses, or anticipated savings.
Authority to Contract: By agreeing to these Terms on behalf of the Customer, you represent and warrant that you have the authority to legally bind the Customer. You also acknowledge that we rely on this authority to provide the Products.
We are both obligated to handle personal data in accordance with Data Privacy Laws, which govern the use of personal data concerning individuals. This includes respecting individual rights and complying with regulations regarding cross-border data transfers. We will make reasonable efforts to assist each other in investigating and resolving any claims or legal actions related to alleged breaches of Data Privacy Laws arising from our activities under the Agreement. Both parties will implement and require any third-party data processors to maintain appropriate physical, technical, and organizational measures to protect personal data. It is prohibited to use personal data included in the Products for sending bulk or mass emails, distributing advertising or promotional material, or engaging in any activities that violate applicable law. You acknowledge your responsibility for complying with Data Privacy Laws, including determining the legal basis for processing such data when applicable.
Both parties agree to the following obligations regarding confidential information: (i) implementing industry-standard safeguards to protect the other party’s confidential information, both physically and technically, (ii) using the confidential information of the other party solely for purposes related to the performance of the Agreement, including the provision of the Products, and (iii) refraining from disclosing such confidential information to any third party unless required by Applicable Laws or necessary for the performance, management, or enforcement of the Agreement, including sharing it with subcontractors when necessary.
If either party is legally obligated to disclose the other party’s confidential information due to a statute or court order, prior notification will be provided to allow for the obtaining of an appropriate protective order or remedy, unless such notification is prohibited by the court or government agency. Each party’s confidential information includes information explicitly marked as confidential or any information that a reasonable person would consider confidential. This encompasses information related to Prospection Intellectual Property Rights, including its development, underlying models, or databases, as well as pricing. However, information that is or becomes public or known on a non-confidential basis, excluding any breaches of confidentiality obligations, shall not be considered confidential.
Assignment. You are not permitted to assign or transfer the Agreement to another party without obtaining our prior written consent.
Amendment. We may make amendments to the Agreement from time to time, and these changes will become effective upon renewal.
Headings. The headings used in the Agreement are provided for convenience and do not affect its interpretation.
Marketing. We may use your trade names, trademarks, service marks, logos, domain names, and other brand features in our marketing materials, customer lists, presentations, and related materials to refer to you as a customer.
Governing law and jurisdiction. These Terms and any related Order will be governed by and construed in accordance with the laws of the State of Delaware. We agree to submit to the exclusive jurisdiction of the courts of Delaware. We expressly waive any right to a jury trial in the event of any litigation or hearing arising under or in connection with this agreement.
Precedence. In the event of any conflict within the Agreement, the following order of precedence shall apply: the Order, the referenced documents (including any specific product/service terms), and the remaining Terms of this Agreement.
Notices. Notices to each party shall be directed to the address specified in the Order. Either party may update their notice information by providing prior written notice to the other.