PROSPELLO TERMS OF SERVICE

These Terms of Service ("Terms") govern Customer's and its Users' access to and use of Prospello's websites, applications, software, APIs, agent network, models, documentation, and related services (collectively, the "Service"). If you accept on behalf of an organization, you represent that you have authority to bind that organization. "Customer" means the organization or person that accepts these Terms; "User" means an individual Customer permits to use the Service.

1. ACCOUNTS; ELIGIBILITY; SEATS

1.1 Registration

Customer must provide accurate account information and keep it current. Customer is responsible for all activities under its accounts.

1.2 Seats & Permissions

Access is limited to the number of seats purchased for the applicable plan (Launch, Growth, Scale, or Enterprise). Customer controls User permissions and is responsible for maintaining credential and OAuth security.

1.3 Export/Sanctions Eligibility

Customer and Users represent they are not located in, under the control of, or a national or resident of any country or person subject to U.S. or other applicable embargoes or sanctions.

2. SUBSCRIPTIONS, CREDITS, RENEWAL, AND FEES

2.1 Plans

Subscriptions are offered by tier: Launch, Growth, Scale, and Enterprise (collectively, "Plans"), with features described on the order page or Customer dashboard. Growth/Scale/Enterprise may enable full automations; Launch includes limited automations (e.g., auto-replies).

2.2 Prospello Credits ("PC")

Plans include a monthly allocation of PC that meter agent tasks (e.g., signal detection, enrichment, research, outreach). Included PC reset at the start of each billing period and do not roll over. Optional PC Top-Ups (e.g., 300–600 PC) may be purchased; unless otherwise stated, Top-Up PC expire 12 months after purchase.

2.3 Billing; Taxes

Fees are billed in advance and are non-refundable except as required by law or expressly stated in these Terms. Prices exclude taxes; Customer is responsible for taxes, duties, and similar assessments.

2.4 Auto-Renewal

Subscriptions automatically renew for successive periods equal to the initial term unless canceled in the account settings before renewal.

2.5 Usage Limits; Fair Use

To preserve platform stability, Prospello may apply rate limits or suspend activity that materially exceeds normal use patterns or violates these Terms.

2.6 Usage Monitoring

Prospello may monitor usage patterns and metadata to detect abuse, ensure platform stability and security, verify compliance with these Terms, and improve the Service. Unusual usage may trigger additional verification, throttling, or temporary restrictions.

3. ACCEPTABLE USE; OUTREACH COMPLIANCE

3.1 Acceptable Use

Customer will not, and will not permit anyone to:

• (a) use the Service for unlawful, harmful, fraudulent, or infringing purposes;
• (b) introduce malware or interfere with the Service's operation;
• (c) attempt to bypass security or technical restrictions;
• (d) copy, scrape, or harvest data from the Service except as expressly permitted by our published APIs;
• (e) attempt to access accounts or data without authorization;
• (f) publish or attempt to derive benchmark results except with Prospello's prior written consent;
• (g) use the Service to compete with Prospello, including building, training, or improving a competing product or model;
• (h) send threatening, harassing, deceptive, or abusive communications;
• (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, methods, techniques, or processes of the Service (except to the limited extent such restriction is prohibited by applicable law);
• (j) perform benchmarking, competitive analysis, or comparative testing for the purpose of developing, marketing, or supporting competing products or services;
• (k) probe, scan, or test the vulnerability of the Service, or circumvent or attempt to circumvent any security or authentication measures.

3.2 Email/Message Compliance

When using outreach features, Customer is responsible for complying with applicable laws and guidelines regarding commercial communications (e.g., CAN-SPAM, CASL, ePrivacy) including accurate headers, non-deceptive subject lines, valid physical address, and functional opt-out mechanisms. Customer is solely responsible for consent, list quality, recipient selection, and message content.

3.3 Third-Party Platform Rules

Where Customer connects third-party accounts (e.g., Gmail/Outlook, calendars, CRM), Customer must comply with those providers' terms, policies, and rate limits. Prospello is not responsible for third-party filtering, throttling, deliverability, or account actions.

4. THIRD-PARTY SERVICES; OAUTH AUTHORIZATION

4.1 Gmail/Outlook & Calendars

Outreach and scheduling features operate through Customer's own integrated accounts via OAuth. By enabling integrations, Customer authorizes Prospello to perform actions consistent with the scopes Customer grants (e.g., compose/send/read relevant mail, manage events/invitations). Customer may revoke access at any time through the provider's controls.

4.2 CRMs & Other Integrations

Import/export tools and integrations (e.g., HubSpot/Salesforce as made available) are governed by the third party's terms; Prospello is not liable for third-party services.

4.3 Deliverability

Prospello does not guarantee deliverability, response rates, meeting acceptance, or business outcomes.

4.4 Third-Party Data Rights

Customer represents and warrants that it has all necessary rights, consents, and permissions to submit and process any data (including third-party personal or business data) through the Service and to authorize Prospello to process such data on Customer's behalf in accordance with these Terms.

5. CUSTOMER CONTENT; PRIVACY; DPA

5.1 Customer Content

"Customer Content" means data Customer submits to or through the Service (e.g., prompts, contact/company/deal records, documents, calendars, emails, notes). Customer retains all rights in Customer Content.

5.2 License to Provide the Service

Customer grants Prospello a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Content solely to provide, maintain, secure, and support the Service; to prevent fraud/abuse; to comply with law; and to create De-identified Data.

5.3 De-identified Data

Prospello may create and use aggregated and/or de-identified data that does not identify Customer or any natural person, to improve and develop the Service and for analytics.

5.4 Privacy & DPA

Prospello will process personal data in accordance with its Privacy Policy. Where required by applicable law (e.g., GDPR/UK GDPR), the Prospello Data Processing Addendum ("DPA") is incorporated by reference and governs Prospello's processing of Customer Personal Data, including international transfers pursuant to applicable standard contractual clauses.

5.5 Prospello Proprietary Data

For clarity, all market intelligence, company profiles, contact enrichment data, sales signals, scoring methodologies, research summaries, and similar data or insights generated or provided by the Service (together, "Service Data") are part of the Service IP (defined below). Customer receives only a limited right to use such Service Data as Outputs under Section 6.2 during the Subscription Term for its internal business purposes.

6. SERVICE IP; OUTPUTS; RESTRICTIONS

6.1 Service IP

Prospello and its licensors own all right, title, and interest in and to the Service, including without limitation:

• (a) all algorithms, machine learning models, and AI architectures;
• (b) all training data, datasets, and model weights;
• (c) all prompts, prompt-engineering techniques, and agent orchestration methods;
• (d) all research pipelines, scoring methodologies, enrichment processes, and analytics;
• (e) all documentation, templates, interfaces, designs, and know-how;
• (f) any improvements, enhancements, or derivatives of the foregoing, whether created independently by Prospello or arising from Customer feedback or usage.

Except for the access rights expressly granted, no rights are granted by implication.

6.2 Outputs

The Service may generate content, recommendations, scores, research summaries, drafts, or other results ("Outputs"). Subject to Customer's compliance with these Terms and timely payment, Prospello grants Customer a limited, non-exclusive, non-transferable, revocable license to use Outputs during the Subscription Term for Customer's internal business purposes to market and sell its own products/services.

6.3 Output/Use Restrictions

Customer will not (and will not permit others to):

• (a) assert ownership of the Service IP or Outputs;
• (b) resell, sublicense, publish, or provide datasets of Outputs to third parties;
• (c) use Outputs or the Service to train, fine-tune, or improve any AI model, dataset, or service that competes with or substitutes for Prospello;
• (d) use the Service as a service bureau or to provide the Service to third parties;
• (e) aggregate, compile, or create derivative datasets from Outputs for distribution or sale;
• (f) use Outputs to identify, contact, or solicit Prospello's customers or prospects;
• (g) share Outputs with third parties except as reasonably necessary for Customer's internal business operations (e.g., sharing a draft email with a coworker);
• (h) use proprietary scores, signals, or enrichment data outside the Service except as permitted under this Section 6.2.

6.4 Feedback

If Customer or Users provide suggestions, ideas, or other feedback regarding the Service ("Feedback"), Prospello may use, copy, disclose, license, and otherwise exploit the Feedback for any purpose without restriction or compensation.

7. BUILT-IN CRM; AUTOMATION CONTROLS

7.1 CRM Automations

The Service includes a CRM for contacts, companies, deals, activities, and calendars. Where enabled, agents may automatically update stages/statuses/scores, create deals (including suggested values), and log activities.

7.2 Autonomy Levels

Growth/Scale/Enterprise Plans may enable autonomous agent actions (e.g., signals → outreach → replies → bookings). Launch includes limited automations (e.g., auto-replies) while other actions require review/approval. Customer is responsible for configuration, approval thresholds, and outcomes.

7.3 Import/Export

Customer may import/export CRM data using available tools. Upcoming integrations may be released over time and, when enabled, are subject to the applicable provider's terms.

8. SECURITY; CONFIDENTIALITY

8.1 Security; Incident Notice

Prospello implements reasonable administrative, technical, and organizational measures designed to protect Customer Content. No system is guaranteed secure. Customer must promptly notify Prospello of any actual or suspected unauthorized access to the Service or to its accounts or credentials. Customer remains responsible for activity under its accounts until Prospello receives such notice and has reasonable time to act.

8.2 Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service and use it only to perform under these Terms.

9. SUPPORT; BETA FEATURES

9.1 Support

Support is provided per the applicable Plan.

9.2 Beta/Pre-Release

Features identified as alpha, beta, preview, or similar are provided "as is," may be modified or discontinued, and are excluded from any uptime or support commitments.

10. WARRANTIES; DISCLAIMERS

10.1 Authority

Each party represents that it has the power and authority to enter into these Terms.

10.2 Disclaimers

THE SERVICE, OUTPUTS, AND ANY BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROSPELLO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROSPELLO DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT OUTPUTS WILL MEET CUSTOMER'S NEEDS OR ACHIEVE ANY PARTICULAR RESULT.

11. INDEMNIFICATION

11.1 By Customer

Customer will defend, indemnify, and hold harmless Prospello and its affiliates, and their respective officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content; (b) Customer's outreach or messaging activities (including alleged spam, privacy, or consumer-protection violations); (c) Customer's breach of these Terms; or (d) combination of the Service with non-Prospello products, services, or data.

11.2 By Prospello

Prospello will defend Customer against any third-party claim alleging that the Service, as provided by Prospello and used by Customer in accordance with these Terms, directly infringes a U.S. patent, copyright, or trademark, and will pay final damages and costs awarded by a court of competent jurisdiction or agreed in settlement. If such a claim arises, Prospello may, at its option: (i) procure the right for Customer to continue using the Service; (ii) modify or replace the Service so that it becomes non-infringing; or (iii) terminate the affected features and issue a pro-rata refund of prepaid fees for the terminated portion. Prospello has no obligation for claims arising from Customer Content, misuse, modifications not made by Prospello, or use with third-party products, services, or data.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) CUSTOMER'S BREACH OF SECTION 3 (ACCEPTABLE USE) OR SECTION 6 (SERVICE IP; OUTPUTS; RESTRICTIONS), OR (C) A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROSPELLO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. TERM; SUSPENSION; TERMINATION; DATA EXPORT; AUDIT

13.1 Term

These Terms begin on the date Customer first accepts and continue for the Subscription Term and any renewals.

13.2 Suspension

Prospello may suspend access immediately for non-payment, security risk, suspected fraud, or material breach.

13.3 Termination

Either party may terminate these Terms for material breach not cured within thirty (30) days of written notice. Prospello may terminate immediately for repeated or egregious violations of Section 3 or Section 6.

13.4 Effect of Termination

Upon termination or expiration, Customer must cease use of the Service, and all rights granted under these Terms will terminate. Upon request made within thirty (30) days after termination/expiration, and subject to settlement of any outstanding amounts, Prospello will make available for export a machine-readable copy of Customer Content from the built-in CRM that Prospello then maintains for Customer's account. Prospello has no obligation to retain Customer Content beyond that period.

13.5 Audit Rights

Upon reasonable notice, Prospello may audit Customer's use of the Service to verify compliance with these Terms. Customer will reasonably cooperate and provide access to relevant records. If an audit reveals non-compliance, Customer will promptly remedy the violation, and if the violation is material, reimburse Prospello's reasonable audit costs.

14. MODIFICATIONS TO TERMS OR SERVICE

14.1 Terms

Prospello may update these Terms from time to time. Material changes become effective on the next renewal date or thirty (30) days after notice for monthly terms. Continued use after the effective date constitutes acceptance.

14.2 Service

Prospello may modify the Service (including features, limits, or integrations). If a change materially reduces core functionality for a current paid term without a substantially equivalent replacement, Customer may terminate the affected order and receive a pro-rata refund for the unused portion.

15. DMCA NOTICE; REPEAT-INFRINGER POLICY

Prospello respects intellectual property rights and will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (17 U.S.C. §512). Prospello has adopted and reasonably implements a policy to terminate, in appropriate circumstances, Users who are repeat infringers.

A DMCA notice must include: (1) a physical or electronic signature of the copyright owner or authorized agent; (2) identification of the copyrighted work claimed to have been infringed; (3) identification of the material claimed to be infringing and information reasonably sufficient to permit Prospello to locate the material; (4) the complainant's contact information; (5) a statement of good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information is accurate and, under penalty of perjury, the complainant is authorized to act on behalf of the owner. Prospello may notify the affected user and, where appropriate, process a counter-notification consistent with the DMCA.

16. EXPORT; SANCTIONS

Customer will comply with applicable export control, sanctions, and anti-boycott laws, and will not use the Service in embargoed countries, by prohibited end users, or for prohibited end uses. Customer is responsible for its data's destinations and recipients.

17. GOVERNING LAW; DISPUTE RESOLUTION

17.1 Governing Law

These Terms are governed by the laws of the State of Utah, without regard to conflicts-of-law rules.

17.2 Arbitration; Equitable Relief

Any dispute arising out of or relating to these Terms or the Service will be finally resolved by confidential, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator seated in Salt Lake County, Utah, in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

17.3 Class Action/Jury Waiver

The parties agree to arbitration on an individual basis. CLASS ACTIONS AND JURY TRIALS ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. PUBLICITY; RELATIONSHIP; NON-SOLICITATION

18.1 Publicity

With Customer's prior consent, Prospello may identify Customer as a customer and display Customer's name and logo on Prospello's website and marketing materials. Customer may revoke consent by written notice.

18.2 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

18.3 Specific Performance

A breach or threatened breach of Sections 3 or 6 may cause irreparable harm for which monetary damages are inadequate; Prospello is entitled to seek injunctive or equitable relief without posting bond.

18.4 Non-Solicitation

During the Term and for twelve (12) months thereafter, Customer will not directly solicit for employment any Prospello employee or contractor who materially supported the Service under these Terms; general solicitations not directed at such individuals are permitted.

19. ASSIGNMENT; SUBPROCESSORS

Neither party may assign these Terms without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, in which case the assigning party must provide notice. Prospello may use subprocessors to provide the Service and remains responsible for their performance.

20. MISCELLANEOUS

20.1 Entire Agreement; Notices

These Terms (including any incorporated policies, orders, and the DPA) constitute the entire agreement and supersede all prior or contemporaneous agreements on the subject matter. Headings are for convenience only. Notices must be in writing and sent to the addresses above (with a copy to legal@prospello.ai); email is sufficient for routine notices.

20.2 Survival

The following Sections survive termination or expiration: 2.3–2.6, 3, 4.3–4.4, 5.2–5.5, 6, 7.3, 8, 9.2, 10, 11, 12, 13.4–13.5, 14, 15, 16, 17, 18.3–18.4, 19, and 20.

20.3 Force Majeure

Neither party is liable for delays or failures to perform due to events beyond its reasonable control (including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, utility or internet failures, or third-party service interruptions), provided the affected party uses reasonable efforts to mitigate and resumes performance promptly when feasible.

20.4 No Waiver; Severability

Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remainder remains in effect.

DEFINITIONS

• "Customer Content" has the meaning in Section 5.1.
• "De-identified Data" means data that cannot reasonably be used to identify a natural person or Customer.
• "Outputs" has the meaning in Section 6.2.
• "Plan(s)" has the meaning in Section 2.1.
• "Prospello Credits" or "PC" has the meaning in Section 2.2.
• "Service Data" has the meaning in Section 5.5.
• "Service IP" has the meaning in Section 6.1.