Terms of Use

This Terms of Use and SaaS Services Agreement (“Agreement”) governs the use of Prosera’s AI-powered platform and public-facing website. By accessing or using the Prosera website or SaaS services, you agree to comply with this Agreement. Prosera ensures compliance with GDPR and SOC II standards to maintain the security and confidentiality of all data processed on the platform and website.

For the purposes of this agreement, the following terms apply:

• SaaS Services: AI-powered tools and services provided under subscription through the Prosera platform.
• Customer Data: All information, files, or records generated or submitted by the Customer through use of the SaaS services.
• Personal Data: Information that can identify an individual (name, email, IP address) as governed by GDPR.
• Confidential Information: Non-public business, technical, or financial information shared between Prosera and the Customer.
• Third-Party Services: External services integrated into Prosera’s platform via APIs.
• Website Content: Text, images, multimedia, and other materials made available on the Prosera public website.

By accessing and browsing the Prosera public website, you agree to the following terms of use:

1. General Access: You are granted a limited, non-exclusive right to access and use the website for personal, informational purposes only.
2. Prohibited Activities: You may not:
   • Gain unauthorized access to any portion of the website or its underlying systems.
   • Use automated means (e.g., bots, crawlers) to scrape or extract data.
   • Distribute or upload malicious software that could compromise the website’s security.
3. Intellectual Property: All website content is the property of Prosera or its licensors and may not be reproduced, distributed, or transmitted without Prosera’s prior written consent. Users may not claim ownership of the content or redistribute it for commercial purposes.
4. Third-Party Links: The website may contain links to external websites. Prosera does not endorse or take responsibility for the content or privacy practices of third-party websites. Access to external links is at the user’s own risk.
5. Children’s Use Restrictions: The Prosera website and services are not intended for children under the age of 16. By accessing the website or services, you confirm that you are over the age of 16. If you are under the age of 16, do not use the services or provide personal information.

Prosera grants the Customer a non-exclusive, non-transferable license to use the SaaS services. The following conditions apply:

1. Authorized Users: Access is limited to users specified in the Customer’s subscription plan. Unauthorized account sharing is prohibited.
2. Account Security: Customers are responsible for maintaining the confidentiality of their account credentials and ensuring that all activities under their account comply with this Agreement.
3. Lawful Use: The Customer agrees to use the SaaS services only for lawful purposes and in accordance with applicable laws and regulations.
4. Prohibited Use: The customer shall not:
   • Upload or transmit any content that is harmful, offensive, or unlawful.
   • Use the services for any fraudulent or malicious purposes, including violating the privacy or security of other users.
   • Use the services in violation of export control laws.
5. Suspension: Prosera reserves the right to suspend or terminate access to the SaaS services in the event of any breach of this Agreement.

Prosera adheres to GDPR and SOC II standards for data protection and privacy. The following policies apply to both website visitors and SaaS users:

1. Data Collection: Prosera collects personal data, such as contact information and usage data, to provide services and improve the platform.
2. Cookies and Tracking: The website uses cookies and similar tracking technologies to enhance user experience and analyze site traffic. Users can manage cookie preferences via browser settings. Details are outlined in Prosera’s Cookies Policy.
3. Third-Party Providers: Data may be shared with third-party service providers (e.g., payment processors, analytics providers) who are contractually obligated to protect data in accordance with GDPR.
4. Customer Rights: Customers retain full ownership of their data. They may request access, correction, deletion, or export of their personal data in compliance with the Privacy Policy.

Both parties agree to maintain the confidentiality of all confidential information disclosed during the term of this agreement. Confidential information includes business plans, technical details, and sensitive customer data. Neither party may disclose confidential information to third parties without prior written consent, except as required by law.

Prosera will only access Customer Data for purposes related to providing technical support, troubleshooting, or compliance with legal obligations. Confidential Information must be protected with the same level of care that each party uses to protect its own confidential information but not less than a reasonable level of care.

The customer agrees to pay all subscription fees in accordance with the pricing schedule specified in their plan. Fees are invoiced monthly, and payment is due within 30 days of the invoice date. Failure to pay within this period may result in the suspension of access to the SaaS services.

Prosera reserves the right to adjust its fees and will notify the Customer in advance of any changes. All fees exclude applicable taxes, which are the responsibility of the Customer.

This agreement remains in effect for the duration of the subscription period, typically 2-3 years. Either party may terminate the agreement in the event of a material breach, provided that the breaching party is given 30 days to remedy the breach.

Upon termination, the Customer will be given a reasonable period to retrieve their data. After this period, Prosera will securely delete all Customer Data, unless otherwise required by law.

Prosera retains ownership of all intellectual property related to the SaaS platform and website, including software, algorithms, and proprietary content. The customer is granted a limited license to use the SaaS services for the duration of the subscription but does not gain ownership rights over the software.

Customers retain ownership of the data they input into the platform but grant Prosera a license to use such data for service delivery. Customers may not reverse-engineer, modify, or create derivative works based on Prosera’s software.

Prosera provides the SaaS services and website “as is” without warranties of any kind, either express or implied. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

While Prosera aims to provide 99.9% uptime, this does not include downtime due to maintenance or factors beyond Prosera’s control, such as internet outages or third-party service failures.

The Customer agrees to indemnify and hold harmless Prosera, its affiliates, and its employees from any claims, liabilities, damages, or legal fees arising from the Customer’s use of the SaaS services or website, a breach of this Agreement, or any violation of third-party rights.

Prosera reserves the right to assume exclusive defense of any claim subject to this indemnification clause, and the customer agrees to cooperate in such defense.

Prosera’s total liability to the Customer for any claim arising out of or relating to this Agreement is limited to the total amount paid by the Customer for the services in the 12 months preceding the event giving rise to the claim.

In no event will Prosera be liable for indirect, incidental, special, or consequential damages, including lost profits, data loss, or business interruption, even if Prosera has been advised of the possibility of such damages.

Prosera integrates with third-party services via APIs to enhance functionality. These third-party services are governed by separate terms and conditions, and Prosera is not responsible for their performance, security, or availability. The Customer assumes responsibility for ensuring compliance with the terms of any third-party services they use.

The Customer agrees to comply with all applicable U.S. and international export control and sanctions laws, including regulations governing the export, re-export, transfer, and use of Prosera’s software and services. Prohibited uses include any activities involving embargoed countries or prohibited entities as defined by applicable law.

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements related to its subject matter. It is governed by the laws of Delaware, and any disputes will be resolved through binding arbitration in Los Gatos, CA. Each party will bear its own legal costs unless otherwise directed by the arbitrator.

Prosera reserves the right to modify this agreement at any time, with notice provided to the customer. Continued use of the SaaS services or website after such notice constitutes acceptance of the updated terms.

Prosera is not liable for any delay or failure in performance due to events beyond its reasonable control, including acts of God, war, government regulations, natural disasters, or labor disputes.

For any inquiries regarding this Agreement or to exercise your rights under data protection laws, please contact Prosera at:

Prosera Inc.
California, USA
info@prosera.io