Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", "your") and Prismera Labs, Inc. ("Prismera", "we", "us", "our"), a Delaware corporation. By accessing, browsing, or using the Prismera platform, website, application, or services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, "you" and "your" shall refer to such entity.

If you do not agree to these Terms, you must not access or use the Services. Your continued use of the Services after any modifications to these Terms constitutes acceptance of such modifications.

2. Description of Services

Prismera provides a Software-as-a-Service (SaaS) platform that utilizes artificial intelligence and machine learning technologies to analyze, extract, and abstract information from commercial real estate lease documents and related materials ("Lease Documents").

Prismera reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, and without liability to you.

3. Account Registration and Security

3.1 Account Creation. To access the Services, you must create an account by providing accurate, current, and complete information. You agree to promptly update your account information to maintain its accuracy.

3.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Prismera of any unauthorized use of your account or any other breach of security.

3.3 Account Termination. Prismera reserves the right to suspend or terminate your account at any time, with or without cause, and with or without notice, including for violation of these Terms or applicable laws.

4. User Responsibilities and Acceptable Use

4.1 Lawful Use. You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not use the Services in any manner that violates any applicable federal, state, local, or international law or regulation.

4.2 Prohibited Activities. You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services
• Use the Services to transmit any malicious code, viruses, or harmful materials
• Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services
• Interfere with or disrupt the integrity or performance of the Services
• Use automated systems or software to extract data from the Services ("scraping")
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the Services to compete with or develop competing products or services
• Share your account credentials with third parties
• Upload or process any content that infringes upon intellectual property rights of others

4.3 Compliance with Laws. You are responsible for ensuring that your use of the Services complies with all applicable laws, including but not limited to data protection and privacy laws such as GDPR, CCPA, and other regional regulations.

5. Data Processing, Privacy, and Security

5.1 Data Ownership. You retain all ownership rights to the Lease Documents and data you upload to the Services ("User Data"). Prismera claims no ownership rights over User Data.

5.2 Data Processing. The Services process and store User Data in accordance with our Privacy Policy. You grant Prismera a limited, non-exclusive, worldwide license to process, store, and analyze User Data solely for the purpose of providing the Services to you. We do not use your User Data to train AI models, conduct marketing activities, or for any purpose beyond delivering the core functionality of the Services to you.

5.3 Data Security. Prismera implements industry-standard security measures to protect User Data. However, no method of transmission over the Internet or electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your data, we cannot guarantee its absolute security.

5.4 Data Deletion. Upon termination of your account or upon your request, Prismera will delete User Data in accordance with our data retention policies and applicable law. Certain data may be retained for legal or operational purposes as described in our Privacy Policy.

5.5 Third-Party Services. The Services utilize third-party service providers (including cloud hosting, AI processing, and database services) solely to enable core platform functionality. These providers are contractually obligated to use your data only as necessary to provide their specific services to us and are prohibited from using your data for their own purposes, including training their models. By using the Services, you acknowledge and agree that your data may be processed by these essential service providers under strict confidentiality and security obligations.

6. Intellectual Property Rights

6.1 Prismera IP. The Services and all associated content, features, functionality, software, code, algorithms, user interfaces, designs, graphics, and all intellectual property rights therein are and will remain the exclusive property of Prismera Labs, Inc. and its licensors. These Terms do not grant you any license or right to use any Prismera trademarks, service marks, or logos.

6.2 User IP. You retain all intellectual property rights in User Data. By uploading User Data to the Services, you represent and warrant that you have all necessary rights, licenses, consents, and permissions to upload and process such data through the Services.

6.3 Feedback. If you provide Prismera with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant Prismera a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Services without any obligation to you.

7. AI-Generated Content and Limitations

7.1 AI Technology. The Services utilize artificial intelligence and machine learning models to analyze and extract information from Lease Documents. While we strive for accuracy, AI-generated outputs may contain errors, inaccuracies, or omissions.

7.2 No Legal Advice. The Services are provided for informational purposes only and do not constitute legal advice. The output generated by the Services should not be relied upon as a substitute for professional legal counsel. You should always verify AI-generated information against original source documents and consult with qualified legal professionals before making any decisions based on information extracted through the Services.

7.3 User Verification. You acknowledge and agree that you are solely responsible for verifying the accuracy and completeness of all information extracted or generated by the Services. Prismera makes no representations or warranties regarding the accuracy, completeness, or reliability of AI-generated outputs.

8. Fees and Payment

8.1 Service Agreements. Access to the Services is provided pursuant to a separate service agreement between you and Prismera. Specific pricing, features, service levels, and payment terms are outlined in your executed service agreement.

8.2 Payment Terms. Payment terms, including fees, billing cycles, and payment methods, are negotiated and documented in your service agreement. All fees are due in accordance with the payment schedule specified in your agreement.

8.3 Taxes. All fees are exclusive of applicable federal, state, local, or foreign taxes, duties, or levies. You are responsible for all applicable taxes except for taxes based on Prismera's net income.

9. Warranties and Disclaimers

9.1 AS-IS Basis. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, PRISMERA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

9.2 No Warranty of Accuracy. PRISMERA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

9.3 Third-Party Services. The Services may integrate with or rely upon third-party services, software, or infrastructure. Prismera makes no warranties regarding such third-party services and disclaims all liability for any issues arising from their use.

10. Limitation of Liability

10.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRISMERA LABS, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRISMERA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO PRISMERA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100 USD).

10.3 Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

10.4 Jurisdiction-Specific. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, PRISMERA'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to indemnify, defend, and hold harmless Prismera Labs, Inc., its affiliates, officers, directors, employees, agents, partners, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of a third party, including intellectual property rights
• User Data you upload or process through the Services
• Any breach of your representations and warranties set forth in these Terms

This indemnification obligation shall survive the termination of these Terms and your use of the Services.

12. Termination

12.1 Termination by User. You may terminate your account and discontinue use of the Services at any time by following the cancellation procedures in your account settings or by contacting Prismera support.

12.2 Termination by Prismera. Prismera may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms, breach of your service agreement, or violation of applicable laws.

12.3 Effects of Termination. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute informally by contacting Prismera at legal@prismera.ai.

13.2 Binding Arbitration. If the dispute cannot be resolved informally within thirty (30) days, the parties agree that any dispute shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction.

13.3 Class Action Waiver. YOU AND PRISMERA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

13.4 Exceptions. Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. To the extent arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes.

15. Modifications to Terms

Prismera reserves the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect by posting a notice on the Services or sending you an email notification. Material changes will be indicated by updating the "Last updated" date at the top of these Terms.

Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must discontinue your use of the Services.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any other legal notices or agreements published by Prismera, constitute the entire agreement between you and Prismera regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations.

16.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term.

16.4 Assignment. You may not assign or transfer these Terms or your rights hereunder without Prismera's prior written consent. Prismera may freely assign or transfer these Terms without restriction.

16.5 Force Majeure. Prismera shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.6 Export Compliance. The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations.

17. Contact Information

If you have any questions, concerns, or disputes regarding these Terms of Service, please contact us at:

Prismera Labs, Inc.
Email: legal@prismera.ai
Website: https://www.prismera.ai

For general support inquiries, please contact: support@prismera.ai