Last Updated: March 5, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Licensee") and Primary Byte Ventures, LLC d/b/a Prospect AI ("Prospect AI," "we," "our," or "us") governing your use of the Prospect AI service and your relationship with us.
You accept and agree to these Terms by:
If you do not agree to these Terms, you should not access (and you don't have our permission to access) the Service.
Important: Please note Sections 12 and 13 of these Terms, which include important information regarding arbitration provisions that impact your rights regarding how to resolve disputes. By accepting these Terms, you agree to resolve all disputes through binding arbitration, which includes waiving your rights to a trial by jury.
"Account Information" means information provided by you to create, support, and maintain an account enabling access to the Service.
"Authorized Users" means your employees or service providers who have been expressly authorized by you to use the Service in accordance with these Terms.
"Chrome Plugin" means the browser extension provided by Prospect AI that enables users to access contact information and other functionality on third-party websites.
"Contact Information" means any business contact data, including but not limited to names, email addresses, phone numbers, company information, and social media profiles that are found, provided, or verified through the Service.
"Credentials" means the unique username and password or other access credentials assigned to Authorized Users.
"Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark rights, service mark rights, trade secret rights, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence.
"Output Data" means the information and other content that is included in the Prospect AI database or otherwise made available to you through the Service. Output Data is exclusive of the Submitted Data.
"Personal Information" includes any substantially similar terms to "personal information" such as "personal data" or "personally identifiable information" and shall have the meaning given to such terms under applicable law.
"Service" means the Prospect AI platform, including any web applications, mobile applications, Chrome Plugin, API access, and other tools and services made available by Prospect AI, as well as all associated features, functionality, and content.
"Submitted Data" means all data, information, text, and other content that is submitted, provided, or otherwise transmitted by you in connection with your use of the Service.
"Subscription Fee" means the fee paid by you for access to the Service, whether on a monthly or annual basis, or through credits purchased for pay-as-you-go access.
2.1 Service Description. Prospect AI is a software platform that helps sales teams and digital marketing agencies find contact information on websites. The Service includes a Chrome Plugin that can be launched on any website to provide contact information of people within the website or who are associated with the company of the website. The Service also provides links to social profiles of companies/websites and people, and offers email verification solutions. The Service integrates with various CRM tools and outreach tools.
2.2 Access Rights. Subject to these Terms and your payment of applicable Subscription Fees, Prospect AI grants you a non-exclusive, non-transferable, limited right to access and use the Service during the Term solely for your internal business purposes. This right is limited to the subscription level and features you have selected and paid for.
2.3 Account Creation. To access the Service, you must create an account and provide certain information, including a valid phone number and email address for verification purposes. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
2.4 Authorized Users. You may authorize employees or contractors to access the Service on your behalf, subject to the number of user licenses you have purchased. You are responsible for ensuring that all Authorized Users comply with these Terms. Authorized Users must access the Service using their own individual Credentials. Sharing of Credentials between multiple individuals is strictly prohibited.
2.5 Restrictions. You agree that you will not, and will not permit any Authorized User or third party to:
2.6 API Usage. If you are provided with API access as part of the Service, you agree to use the API in accordance with our API documentation and any usage limits we establish. Prospect AI reserves the right to monitor API usage and to limit or suspend access to the API if we believe you are exceeding reasonable usage limits or otherwise violating these Terms.
3.1 Subscription Plans. Prospect AI offers various subscription plans, including monthly subscriptions, annual subscriptions, and pay-as-you-go options where users purchase credits. The features, limitations, and prices for each plan are described on our website or in a separate Order Form executed between you and Prospect AI.
3.2 Payment Terms. All Subscription Fees are due in advance, unless otherwise specified in an Order Form. For credit card payments, you authorize us to charge your credit card for all fees incurred. For other payment methods, all invoices are due within thirty (30) days of the invoice date, unless otherwise specified. All payments are non-refundable, except as expressly provided in these Terms.
3.3 Subscription Renewal. Unless you opt out of automatic renewal by contacting us at least thirty (30) days before the end of the applicable subscription term, your subscription will automatically renew for additional periods equal to the expiring subscription term.
3.4 Changes to Fees. Prospect AI reserves the right to change its fees and payment terms at any time, with such changes applying to subscription renewals. We will provide notice of any fee change at least thirty (30) days before the change takes effect.
3.5 Late Payments. If any Subscription Fees are not paid when due, we may (a) charge interest on past due amounts at the rate of 1.5% per month or the highest rate allowed by law, whichever is less; and/or (b) suspend your access to the Service until all past due amounts are paid. You agree to reimburse us for all reasonable costs and expenses incurred in collecting past due amounts, including attorney fees and costs.
3.6 Taxes. Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, that may be assessed by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases under these Terms. If we are legally obligated to pay or collect Taxes for which you are responsible, the appropriate amount will be charged to you, unless you provide us with a valid tax exemption certificate.
3.7 Refund Policy. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If you purchase an annual subscription and cancel after three months, no refunds will be provided for the remainder of the term because the first three months would be at a discounted rate due to the annual commitment. It is your responsibility to consider the timing of cancellation to make it effective at the most convenient time for you.
4.1 Term. These Terms will commence on the date you first accept them and will continue until all of your subscriptions have expired or been terminated.
4.2 Termination for Convenience. You may terminate your subscription at any time by providing notice to us. However, as stated in Section 3.7, no refunds will be provided for any prepaid but unused portion of your subscription.
4.3 Termination for Cause. Either party may terminate these Terms if the other party materially breaches any provision of these Terms and does not cure such breach within thirty (30) days after receiving written notice of the breach. Additionally, we may terminate these Terms immediately if:
4.4 Effect of Termination. Upon termination or expiration of these Terms for any reason:
4.5 Suspension. In addition to our right to terminate these Terms, we may suspend your access to the Service at any time, with or without notice, if: (a) we reasonably believe that you have violated these Terms; (b) you fail to pay any amounts due; (c) we reasonably believe that your use of the Service poses a security risk or could harm us or any third party; or (d) we are required to do so by law. We will have no liability for any damage, liabilities, losses, or any other consequences that you may incur as a result of any suspension.
4.6 Account Inactivity. If your account is inactive for a period of more than ninety (90) days, we reserve the right to suspend or terminate your account. After seven (7) days of non-payment of any subscription fees, we reserve the right to suspend your account access and to delete your data.
5.1 Ownership of the Service. As between you and us, we own all right, title, and interest in and to the Service, including all related Intellectual Property Rights. No rights are granted to you other than as expressly set forth in these Terms.
5.2 Your Data. You retain all right, title, and interest in and to the Submitted Data. You grant us a worldwide, non-exclusive, royalty-free license to use, copy, transmit, store, analyze, and display the Submitted Data as necessary to provide and maintain the Service and as otherwise permitted in our Privacy Policy.
5.3 Feedback. If you provide any feedback, suggestions, or recommendations regarding the Service ("Feedback"), you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service.
5.4 Output Data. We own all right, title, and interest in and to the Output Data. We grant you a non-exclusive, non-transferable, limited license to use the Output Data solely for your internal business purposes during the Term.
5.5 Usage Data. We may collect and analyze data relating to your use of the Service, including usage patterns, feature usage, and other information to operate, improve, and enhance the Service. This information may be used in an aggregated and anonymized form for our business purposes.
6.1 Confidential Information. During the course of your use of the Service, each party may disclose or make available to the other party information that is marked as "confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technology and technical information, product designs, business processes, and the terms and conditions of these Terms (including pricing).
6.2 Protection of Confidential Information. Each party agrees to protect the confidentiality of the other party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Each party agrees not to use the other party's Confidential Information for any purpose outside the scope of these Terms and not to disclose such Confidential Information to any third party, except as authorized by the other party in writing or as required by law.
6.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
7.1 Privacy Policy. Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://prospectai.com/privacy-policy/ for more information on how we collect, use, and disclose information.
7.2 Data Security. We implement and maintain physical, technical, and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification, or disclosure. However, no security system is impenetrable, and we cannot guarantee the security of our systems or your data.
7.3 Data Protection Laws. You agree to comply with all applicable data protection laws in connection with your use of the Service and any data collected, processed, or stored through the Service. If you collect, process, or store data of individuals located in the European Economic Area, the United Kingdom, California, or other jurisdictions with similar data protection laws, you acknowledge that you are responsible for complying with all applicable requirements under such laws.
7.4 Third-Party Integrations. The Service may allow you to integrate with third-party services and applications. You acknowledge that Prospect AI may share data with these third-party services as necessary to facilitate the integration, including with Google (hosting, advertising), Amazon AWS (hosting), ActiveCampaign (marketing), Microsoft (analytics), Meta (advertising), and LinkedIn (advertising). Your use of such third-party services and applications is governed by their respective terms of service and privacy policies.
8.1 Mutual Representations and Warranties. Each party represents and warrants that (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws and regulations in its performance of these Terms.
8.2 Your Representations and Warranties. You represent and warrant that:
8.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. PROSPECT AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROSPECT AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT THE DATA YOU PROVIDE OR WE PROVIDE TO YOU WILL BE SECURE OR NOT LOST OR ALTERED. PROSPECT AI MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY CONTACT INFORMATION OR OTHER DATA PROVIDED THROUGH THE SERVICE.
9.1 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO PROSPECT AI IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to (a) breaches of confidentiality obligations; (b) violations of a party's intellectual property rights; (c) indemnification obligations; or (d) your payment obligations.
10.1 Your Indemnification. You will defend, indemnify, and hold harmless Prospect AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:
10.2 Procedure. We will (a) promptly notify you in writing of any claim for which we seek indemnification; (b) give you sole control of the defense and settlement of such claim (provided that you may not settle any claim in a manner that imposes any obligation on us without our prior written consent); and (c) provide you with reasonable cooperation in the defense and settlement of such claim, at your expense.
11.1 Reservation of Rights. Subject to the limited rights expressly granted in these Terms, Prospect AI reserves all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.
11.2 Restrictions. You shall not (a) modify, copy, or create derivative works based on the Service; (b) frame or mirror any content forming part of the Service; (c) reverse engineer the Service; or (d) access the Service in order to build a similar or competitive product or service.
11.3 Ownership of Enhancements. Any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Service shall be owned by Prospect AI.
12.1 Agreement to Arbitrate. You and Prospect AI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
12.2 Arbitration Rules. The arbitration will be conducted by a single neutral arbitrator in accordance with the rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer-Related Disputes, to the extent applicable. The arbitrator will be selected in accordance with AAA rules. The arbitration will be conducted in the Commonwealth of Pennsylvania and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
12.3 Arbitration Costs. Payment of all filing, administration, and arbitration fees will be governed by the AAA rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Prospect AI will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
12.4 Class Action Waiver. YOU AND PROSPECT AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Prospect AI agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
12.5 Opt-Out Right. You have the right to opt out of the provisions of this Section 12 by sending written notice of your decision to opt out to the following address: [Your Company Address] within 30 days of first accepting these Terms. If you opt out of this arbitration provision, Section 12.1 will not apply to you.
13.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.
13.2 Venue. Except as provided in Section 12, any legal action or proceeding arising under these Terms will be brought exclusively in the state or federal courts located in the Commonwealth of Pennsylvania, and the parties consent to the personal jurisdiction and venue therein.
14.1 Entire Agreement. These Terms, including any Order Forms and policies referenced herein, constitute the entire agreement between you and Prospect AI regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
14.2 Modification. We may modify these Terms at any time by posting the revised Terms on our website or by otherwise notifying you. Your continued use of the Service after such posting or notification constitutes your acceptance of the revised Terms.
14.3 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
14.5 Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Prospect AI. Any attempt to assign or transfer these Terms without such consent will be null and void. Prospect AI may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to any affiliate or as part of a corporate reorganization, without your consent.
14.6 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
14.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
14.8 Force Majeure. Neither party will be liable for any failure or delay in performance under these Terms (except for any payment obligations) due to causes beyond that party's reasonable control, including acts of God, natural disasters, terrorism, riots, war, or any law, order, or requirement of any governmental agency.
14.9 Notices. Any notice required or permitted to be given under these Terms shall be in writing and delivered by (a) certified mail, return receipt requested; (b) a nationally recognized overnight courier; or (c) email with confirmation of receipt, to the addresses specified by the parties.
14.10 Export Compliance. The Service and related technology may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Prospect AI, or any products utilizing such data, in violation of the United States export laws or regulations.
14.11 U.S. Government Rights. If you are a U.S. government entity, you acknowledge that the Service provided under these Terms constitutes "Commercial Items" as defined at 48 C.F.R. 2.101, and is being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
By using the Service, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.
Primary Byte Ventures, LLC d/b/a Prospect AI