ProspectGenAI

Terms & Conditions

THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE LEGALLY BINDING ON CUSTOMER UPON INSTALLING OR OTHERWISE USING THE SOFTWARE OR RECEIVING THE SERVICES OF PROSPECTGENAI CUSTOMER IS STRONGLY ADVISED TO CAREFULLY READ AND UNDERSTAND THE FOLLOWING PARAGRAPHS IN FULL UPON EXECUTING THE AGREEMENT.

  1. License Grant . This End-User License Agreement (the “Agreement”) grants you, the user (Customer), a non-exclusive, non-transferable license to use the Software, in object code for your internal business purposes (and not for managing Third-Party data unless the product you have licensed expressly permits you to) under the terms and conditions stated herein. The Software is to be used, and deployed in accordance with the specific rights and responsibilities set forth in this Agreement. This Agreement can be updated from time to time in ProspectGenAI sole discretion and will be made available online.
  2. Permitted Use and Reproduction .

2.1.1 License Term : The license is effective for the limited time specified in the Order Form. If no term is specified, the licenses will default to renewing annual subscriptions and be perpetual.

2.1.2 Copies : Customer has no right to copy the Software. The customer does retain the right to download their data necessary for back-up, archival or disaster recovery purposes.  The subsequent sale or completion of any action directed toward resale of ProspectGenAI software will result in the immediate termination of this Agreement, as well as formal civil and criminal charges filed with the local jurisdiction. ProspectGenAI will NOT indemnify, protect, or otherwise assist any person or representative of the customer accused of reproducing and distributing unlicensed copies of the Software.

2.1.3 Affiliates, Managing Parties: Customer may permit use of the Software in accordance with this Agreement and the written approval of ProspectGenAI :  (a) by an approved Affiliate, (b) by a third party with which Customer enters into a contract to manage Customer’s information technology resources (Managing Party) if:  ( i ) the Managing Party only uses the Software for Customer’s internal operations and not for the benefit of another third party or itself.  (ii) the Managing Party agrees to comply with the terms and conditions of this Agreement; and (iii) Customer provides ProspectGenAI with written notice that a Managing Party will be using the Software on Customer’s behalf.

2.1.4. General restrictions : Customer may not, and may not cause or allow any third party to:

(a) decompile, disassemble or reverse-engineer the Software, or create or recreate the source code for the Software.

(b) remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices of the Software and Documentation;

(c) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;

(d) modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software to compete with ProspectGenAI ;

(e) except with ProspectGenAI prior written permission, publish any performance or benchmark tests or analysis relating to the Software.

(f) attempt to do any of activities in Subsections (a) to (e); or

(g) run or operate the Software in a cloud, Internet-based computing or similar on-demand computing environment unless Customer’s Grant Letter or the applicable Product Entitlement Definitions specifically allows the use.

Hardware Requirements . DSL, cable or another high-speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer network to the Service, including, but not limited to, “browser” software that supports protocol used by ProspectGenAI , including Secure Socket Layer (SSL) protocol or other protocols accepted by ProspectGenAI , and to follow log-on procedures for services that support such protocols. ProspectGenAI is not responsible for notifying Customer of any upgrades, changes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by ProspectGenAI ProspectGenAI assumes no responsibility for the reliability or performance of any connections as described in this Section.

2.2. Accuracy of Customer’s Contact Information . Customer shall provide accurate, current and complete information on Customer’s legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.

2.3. Users: Passwords, Access, and Notification . Customer shall authorize access to and assign unique passwords and usernames to the number of Users procured by Customer on the Order Form. User logins are for designated Users and cannot be shared or used by more than one User, but any User login may be reassigned to another User as needed, without written approval. Customer will be responsible for the confidentiality and use of User’s passwords and usernames. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. ProspectGenAI will act as though any Electronic Communications it receives under Customer’s passwords, username, and/or account number will have been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify ProspectGenAI of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User’s password or name and/or Service account numbers.

2.4. Customer’s Lawful Conduct during Use . Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications and anti- spam legislation. The Service allows Customer to send Electronic Communications directly to ProspectGenAI and to third parties. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements and shall store credit card and social security data only in the designated fields for such data.

In addition to Customer’s other obligations set forth herein, Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance.

Without limiting the foregoing, ( i ) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. Customer will not send any Electronic Communication from the Service that is unlawful, harassing, libelous, defamatory or threatening.

No part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces that are provided by ProspectGenAI . Customer shall not do any “mirroring” or “framing” of any part of the Service or create Internet links to the Service which include log-in information, usernames, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by ProspectGenAI .

Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement, including but not limited to: those Users that are contractors and agents, and Customer’s Affiliates. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer’s contractors’, agents’ or Affiliates’ acts, omissions and noncompliance with this Agreement.

2.5. Third-Party Web Sites, Products and Services . ProspectGenAI may offer certain Third-Party Applications for sale using Order Forms. Any procurement of such Third-Party Applications by Customer shall be subject to the terms specified in such Order Forms.

In addition, ProspectGenAI or third-party providers may offer Third-Party Applications or services, including implementation, customization and other consulting services related to Customers’ use of the Service. Except as set forth in the Order Form, ProspectGenAI does not warrant any such Third-Party Applications or services, regardless of whether or not such Third-Party Applications or services are provided by a Third-Party that is a member of a ProspectGenAI partner program or otherwise designated by ProspectGenAI as “certified,” “approved” or “recommended.” Any procurement by Customer of any Third-Party Applications or services is solely between Customer and the applicable Third-Party provider.

ProspectGenAI is not responsible for any other aspect of such Third-Party Applications or services that Customer may procure or connect to through the Service, or any descriptions, promises or other information related to the foregoing. Suppose Customer installs or enables Third-Party Applications or services for use with the Service. In that case, Customer agrees that ProspectGenAI may allow such Third-Party providers to access Customer Data as required for the interoperation of such Third-Party Applications with the Service. Any exchange of data or other interaction between Customer and a Third-Party provider is solely between Customer and such Third-Party provider.

ProspectGenAI shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Applications or Third-Party providers via the consent, permission, authorization or are otherwise allowed by the Customer to access Customer Data. No procurement of such Third-Party Applications or services is required to use the Service. If Customer was referred to ProspectGenAI by a member of one of ProspectGenAI ’s partner programs, Customer hereby authorizes ProspectGenAI to provide such member with access to ProspectGenAI ’s business information related to the procurement and use of the Service pursuant to this Agreement, including but not limited to User names and email addresses, support cases, and billing/payment information.

2.6. Transmission of Data . Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use of the Service. Customer expressly consents to ProspectGenAI ’s collection, extrapolation, storage, distribution or any use, now and/or in the future, of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by ProspectGenAI .

Customer acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. ProspectGenAI is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks, regardless of whether said networks are owned and/or controlled and operated by ProspectGenAI , including, but not limited to, the Internet and Customer’s local network.

2.7. ProspectGenAI Support . As part of the Service, ProspectGenAI will provide Customer with online resources to assist Customer in its use of the Service. Customer acknowledges that ProspectGenAI has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice of ProspectGenAI and/or not engaging ProspectGenAI or other ProspectGenAI authorized implementation partner in the provision of professional services may substantially limit Customer’s ability to successfully utilize the Service or to enjoy the power and potential of the Service.

2.8 Fair Use Policy . ProspectGenAI maintains the right to passthrough its Artificial Intelligence costs at the then current rates for usage above and beyond our fair usage policy at a current rate of $.00008 per word. Customer will be responsible for all applicable taxes, including, without limitation, sales, use, and excise taxes. Customer shall be responsible for paying the appropriate tax authorities all such amounts.

2.9. Confidentiality . For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, trade secrets, customer lists, source code, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential.

Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third-party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregate data regarding use of ProspectGenAI ’s products and services that does not contain any personally identifiable or Customer-specific information.

Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by Customer; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.

Each party agrees that disclosing its relationship publicly shall be acceptable.

2.10. Ownership of Customer Data . As between ProspectGenAI and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. Customer acknowledges and agrees that in connection with Service, ProspectGenAI as part of its standard Service offering makes backup copies of the Customer Data in Customer’s account and stores and maintains such data for a period of time consistent with ProspectGenAI standard business processes, which period shall not be less than seven (7) days.

2.11. ProspectGenAI Intellectual Property Rights . Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service and all modifications, extensions, customizations, scripts or other derivative works of the Service provided or developed by ProspectGenAI , or are reasonably foreseeable to be developed by ProspectGenAI , are owned exclusively by ProspectGenAI . Except as provided in this Agreement, the rights granted to Customer do not convey any ownership rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by ProspectGenAI . ProspectGenAI and service marks, logos and product and service names are marks of ProspectGenAI (the “ ProspectGenAI Marks”). Customer agrees not to display or use the ProspectGenAI Marks in any manner without ProspectGenAI ’s express prior written permission. The trademarks, logos and service marks of Third-Party Application providers (“Marks”) are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such Third-Party which may own the Mark.

2.12. Federal Government End User Provisions . If User is the US Federal Government, ProspectGenAI provides the Service, including related software and technology, in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with ProspectGenAI to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

2.13. Dispute Resolution . The parties agree that any dispute regarding the use of this Service, any underlying agreements/contracts, and/or any dispute relating to the relationship established by the parties to this agreement, shall be decided via arbitration and brought within the jurisdiction of the Fayette County, Pennsylvania judiciary. Prior to filing a lawsuit pursuant to this Section, the parties agree to make a good-faith effort to resolve any and all disputes, whether manifested, foreseeable or otherwise, outside of the judicial system, within thirty (30) days of filing suit.

  1. Warranties.

3.1. Warranty of Functionality . ProspectGenAI warrants that

( i ) the Service will achieve in all material respects the functionality described in the online help features applicable to the Service procured by Customer, and

(ii) such functionality of the Service will not be materially decreased during the Term.

Upon proper notice and proof of functional deficiency of the service, ProspectGenAI shall use commercially reasonable efforts to deliver the Service at the level proscribed by ProspectGenAI

3.2. No Virus Warranty . ProspectGenAI warrants that reasonable efforts are made to ensure that the Service will be free of viruses, Trojan horses, worms, spyware, or other malicious code (“Malicious Code”), or conduct engaged in by a malicious actor for the purpose of gaining unauthorized access and exploiting the Service and it’s Users except for any Malicious Code originating outside of the Service, such as Malicious Code contained in Customer-uploaded attachments, third-party applications/files or content otherwise originating from Customer.

  1. Disclaimer of Warranties . EXCEPT AS STATED IN SECTION 3 ABOVE, PROSPECTGENAI DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 3 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY PROSPECTGENAI . THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS STATED IN SECTIONS 3.1, and 3.2 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY. PROSPECTGENAI OTHERWISE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA OR THE GRAMM-LEACH-BLILEY ACT OF 1999. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.
  2. Limitations of Liability . CUSTOMER AGREES THAT THE CONSIDERATION WHICH PROSPECTGENAI IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY PROSPECTGENAI OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND/OR DAMAGES ARISING FROM ACTIONS COMMITTED BY A THIRD-PARTY, WHETHER OR NOT SAID DAMAGES ARE REASONABLY FORESEEABLE BY THE PARTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, UNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW) OR OTHERWISE SHALL IN NO EVENT EXCEED THE DIRECT DAMAGE LIMITATIONS AS SET FORTH IN SECTION 5.

5.1 Maximum Liability amongst the Parties . Except with regard to amounts due under this Agreement, and a party’s breach of Section 2.10 (Confidential Information), the maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of one (1) month in subscription fees applicable at the time of the event, and in the event of a breach of Section 2.10 (Confidential Information) of this Terms of Service, such maximum liability of either party shall be an amount equal to two (2) times the equivalent of one (1) month of subscription fees applicable at the time of the event. Notwithstanding the previous sentence, neither party shall be liable to the other party to the extent such liability would not have occurred but for the other party’s failure to comply with the terms of this Agreement. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement.

UNLESS OTHERWISE PROHIBITED BY LOCAL, STATE, AND FEDERAL LAW, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 6 BELOW.

  1. Indemnification.

6.1. Infringement . Subject to the limitations set forth in this Section, ProspectGenAI shall, at its own expense defend Customer from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively “Claims”) alleging that the Service, as used in accordance with this Agreement, infringes Third-Party copyrights, trade secrets or trademarks and shall hold Customer harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim.

Excluded from the above indemnification obligations are Claims arising from (a) use of the Service in violation of this Agreement, (b) violates applicable law, (c) use of the Service after ProspectGenAI prohibits Customer’s use because of an infringement claim, (d) modifications to the Service not made by ProspectGenAI , or (e) use of the Service in combination with any software, application or service made or provided other than by ProspectGenAI

If a Claim is brought or threatened, ProspectGenAI shall, at its sole option and expense, use commercially reasonable efforts either (a) to modify or replace portions of the Service as needed to avoid infringement, such update or replacement having substantially similar capabilities; or (b) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Customer a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term. The rights and remedies granted Customer under this Section 6.1 state ProspectGenAI ’s entire liability, and Customer’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party.

6.2. Customer’s Indemnity . Customer shall, at its own expense and subject to the limitations set forth in this Section 6, defend ProspectGenAI from and against any and all Claims ( i ) alleging that the Customer Data or any trademarks or service marks other than ProspectGenAI Marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of Customer’s breach of Section 2.4 (Customer’s Lawful Conduct) or 2.9 (Confidential Information) above and shall hold ProspectGenAI harmless from and against liability for any Losses to the extent based upon such Claims.

6.3. Indemnification Procedures and Survival . In the event of a potential indemnity obligation under this Section 6, the indemnified party shall: ( i ) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising thereof. The indemnification obligations under this Section 6 are expressly conditioned upon the indemnified party’s compliance with this Section 6.3 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 6 but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 6 shall survive termination of this Agreement for one year.

  1. Suspension/Termination.

7.1. Suspension for Delinquent Account . ProspectGenAI reserves the right to suspend Customer’s and any Customer Aliases’ access to and/or use of the Service for any accounts ( i ) for which any payment is due but unpaid but only after ProspectGenAI has provided Customer a delinquency notice, and at least thirty (30) days have passed since the payment due date, or (ii) for which Customer has not paid for the Renewal Term and has not notified ProspectGenAI of its desire to renew the Service by the End Date of the then current subscription term. The suspension is for the entire account and Customer understands that such suspension would therefore include Alias sub-accounts. Customer agrees that ProspectGenAI shall not be liable to Customer or to any Customer Alias or other Third-Party for any suspension of the Service pursuant to this Section 7.1.

7.2. Suspension for Ongoing Harm . Customer agrees that ProspectGenAI may with reasonably contemporaneous electronic notice to Customer suspend access to the Service if ProspectGenAI reasonably concludes that Customer’s Service is being used to engage in denial of service attacks, spamming, or illegal activity, and/or use of Customer’s Service is causing immediate, material and ongoing harm to ProspectGenAI or others. In the extraordinary event that ProspectGenAI suspends Customer’s access to the Service, ProspectGenAI will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and resolve the issues causing the suspension of Service. Customer further agrees that ProspectGenAI shall not be liable to Customer nor to any Third-Party for any suspension of the Service under such circumstances as described in this Section 7.2.

7.3. Termination for Cause, Expiration . Either party may immediately terminate this Agreement and all Order Forms issued hereunder in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party.

Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach and shall be sent as an email to the General Counsel of the alleged breaching party (or such other email address that may be provided pursuant to this Agreement) (“Notice”). Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement, then ProspectGenAI shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of ProspectGenAI ’s breach of this Agreement, then Customer shall be entitled to refund of the pro rata portion of any subscription fees (less any clerical, administrative, development or off boarding support) by Customer to ProspectGenAI under this Agreement for the terminated portion of the Term.

7.4. Handling of Customer Data in the Event of Termination . Customer agrees that following termination of Customer’s account and/or use of the Service, ProspectGenAI may immediately deactivate Customer’s account and that following a reasonable period of not less than sixty (60) days shall be entitled to delete Customer’s account from ProspectGenAI ’s “live” site. During this period and upon Customer’s request, ProspectGenAI will grant Customer limited access to the Service for five (5) days for the sole purpose of permitting Customer to retrieve Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to ProspectGenAI Customer further agrees that ProspectGenAI shall not be liable to Customer nor to any Third-Party for any termination of Customer access to the Service or deletion of Customer Data, provided that ProspectGenAI is in compliance with the terms of this Section 7.4.

  1. Modification; Discontinuation of the Service .

8.1 Modification to the Service . ProspectGenAI may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonable efforts to notify Customer of any material modifications. ProspectGenAI reserves the right to discontinue offering the Service at the conclusion of Customer’s then current subscription term for such Service. ProspectGenAI shall not be liable to Customer nor to any Third-Party for any modification of the Service as described in this Section 8.1.

8.2 To Applicable Terms . If ProspectGenAI makes a material change to any applicable URL Terms, then ProspectGenAI will notify Customer by either sending an email to the notification email address or posting a notice in the Administrator’s instance of Customer’s account. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify ProspectGenAI within thirty (30) days after receiving notice of the change. If Customer notifies ProspectGenAI as required, then Customer will remain governed by the URL Terms in effect immediately prior to the change until the end of the then current term for the affected Service. If the affected Service is renewed, it will be renewed under ProspectGenAI ’s then current URL Terms.

  1. Definitions .

“Affiliates” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Customer, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of Customer.

“Customer Data” means all electronic data or information submitted to the Service by Customer or its Affiliates.

“Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service.

“Order Form” means a ProspectGenAI price estimate/quote, renewal notification, invoice, or order form in the name of and executed by Customer or its Affiliates and accepted by ProspectGenAI which species the Service and implementation services to be provided by ProspectGenAI subject to the terms of this Agreement.

“Help Documentation” means the online help center documentation describing the Service features, including instructions and User Guides which may be updated from time to time.

“Service” collectively, ProspectGenAI ’s industry specific websites (the “ ProspectGenAI Service”) and modules and/or management software as described in the applicable Help Documentation that is procured by Customer from ProspectGenAI in the Estimate/Order Form and any subsequent Estimate/Order Form from time to time, including associated online components, but excluding Third-Party Applications and implementation services.

“Third-Party Applications” means online, Web-based applications or services and online software products that are provided by third parties, and interoperate with the Service.

“Users” means individual or organizations [used interchangeably with “Customer(s)”] who are authorized by Customer to use the Service, for whom subscriptions to a Service have been procured, and who have been supplied user identifications and passwords by Customer (or by ProspectGenAI at Customer’s request). Users may include but are not limited to Customer’s and Customer’s Affiliates’ employees, consultants, contractors and agents.

“User Guides” means the online user guides for the Service, accessible via login at the customer’s website (under Help), as updated from time to time. Customer acknowledges that it has had the opportunity to review the User Guide during onboarding, a testing period, or demonstration made available by ProspectGenAI

“URL Terms” means the terms with which Customer must comply, which are located at a URL and referenced in this Agreement.