Terms of Service
Last updated: December 25, 2024
These Terms of Service ("Terms") govern access to and use of the Prospecter platform ("Service") operated by Prospecter, Inc. ("Prospecter", "we", "us", or "our").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. The Service
Prospecter provides an AI-powered sales development and outbound automation platform, including lead analysis, messaging generation, data enrichment, CRM integrations, and analytics.
2. Eligibility
You must be at least 18 years old and have authority to bind the entity you represent. By accepting these Terms, you represent that you have such authority.
3. Account Registration
You are responsible for all activity under your account and for maintaining the security of your credentials. You must promptly notify us of any unauthorized access.
4. Subscriptions, Billing, and Payments
Fees, billing cycles, renewals, trials, cancellations, and refunds are described at the point of purchase or in an applicable Order Form. Payment terms in an Order Form supersede these Terms to the extent of any conflict.
All fees are non-refundable unless explicitly stated otherwise or required by applicable law.
5. Customer Data and AI Outputs
5.1 Customer Data
You retain all rights to data you upload or provide ("Customer Data"). You are responsible for the lawfulness of Customer Data and its collection.
5.2 Processing
You grant Prospecter a limited, non-exclusive license to process Customer Data solely to provide, maintain, and improve the Service.
5.3 AI Training
Customer Data is not used to train shared or public AI models. Limited processing, fine-tuning, logging, or quality review may occur within your account or in isolated, customer-specific systems. Your data remains private to your organization.
5.4 Outputs
You own the outputs generated for you by the Service (e.g., email drafts, lead scores), subject to these Terms and any underlying intellectual property rights.
6. Acceptable Use
You agree not to:
- Upload or use unlawfully obtained data
- Send spam, unsolicited communications, or violate anti-spam laws
- Violate CAN-SPAM, GDPR, ePrivacy, PECR, CASL, CCPA, or similar laws
- Circumvent platform safeguards, rate limits, or third-party terms
- Engage in deceptive, abusive, fraudulent, or illegal activity
- Reverse engineer, decompile, or attempt to extract source code
- Resell or redistribute the Service without authorization
You are solely responsible for compliance with all applicable outbound communication and data protection laws.
7. Third-Party Services
The Service may integrate with third-party tools (e.g., CRMs, email providers). Prospecter is not responsible for third-party services, and your use is subject to their terms.
8. Confidentiality
Each party agrees to protect confidential information disclosed by the other and use it only to fulfill obligations under these Terms. Confidential information excludes information that is publicly available, independently developed, or lawfully received from third parties.
9. Intellectual Property
Prospecter retains all rights, title, and interest in the Service, software, algorithms, models, documentation, and underlying technology. Nothing in these Terms grants you ownership of any Prospecter intellectual property.
10. Termination
Either party may terminate for convenience with 30 days' written notice. We may suspend or terminate access immediately for material breach or violation of these Terms. Upon termination:
- Your right to use the Service ceases
- You may request export of your Customer Data within 30 days
- We may delete your data after 90 days unless legally required to retain it
11. Disclaimer of Warranties
The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the Service will be uninterrupted, error-free, or that results will be accurate or reliable.
12. Limitation of Liability
To the maximum extent permitted by law, Prospecter's total liability for all claims arising under these Terms shall not exceed the fees paid by you in the twelve (12) months preceding the claim.
In no event shall Prospecter be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
13. Indemnification
You agree to indemnify, defend, and hold harmless Prospecter and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:
- Your use of the Service
- Your violation of these Terms
- Your violation of applicable law
- Your Customer Data or outbound communications
14. Dispute Resolution
Any dispute arising under these Terms shall first be attempted to be resolved through good-faith negotiation for 30 days. If unresolved, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Wyoming, United States.
Class Action Waiver: You agree to resolve disputes individually and waive the right to participate in class actions or class arbitrations.
Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.
15. Governing Law
These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.
16. Modifications
We may modify these Terms at any time. Material changes will be communicated at least 30 days before they take effect, via email or prominent notice on our website. Continued use after the effective date constitutes acceptance.
17. General Provisions
Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement between you and Prospecter regarding the Service.
Severability: If any provision is held unenforceable, the remaining provisions remain in effect.
Waiver: Failure to enforce any right does not waive future enforcement.
Assignment: You may not assign these Terms without our consent. We may assign to an affiliate or successor.
Force Majeure: Neither party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, war, government actions).
18. Contact
For legal inquiries:
legal@prospecter.io
Prospecter, Inc.
1309 Coffeen Ave Ste, Sheridan, WY 82801, United States