Terms and Conditions

Terms

These Terms & Conditions are a contract between you and Prospect AI Limited, a United Kingdom company. Prospect AI operates www.prospectai.co & app.prospectai.co. By accessing these web sites, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.

Use License

Prospect AI Limited hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Prospect AI Sites, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms & Conditions. You may not permit the Prospect AI Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms & Conditions shall be construed to grant you any right to transfer or assign rights to access or use the Prospect AI Sites. All rights not expressly granted to you are reserved by Prospect AI and its licensors. You shall not (i) modify or make derivative works based upon the Prospect AI Sites; (ii) reverse engineer or access the Prospect AI Sites in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Prospect AI Site, or (c) copy any features, functions or graphics of the Prospect AI Sites. You further acknowledge and agree that, as between the parties, Prospect AI, Limited owns all right, title, and interest in and to the Prospect AI Sites, including all intellectual property rights therein.

Disclaimer

The materials on Prospect AI, Limited's web sites are provided “as is”. Prospect AI, Limited makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Prospect AI, Limited does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

Limitations

In no event shall Prospect AI, Limited or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Prospect AI, Limited's Internet site, even if Prospect AI, Limited or a Prospect AI, Limited authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Revisions and Errata

The materials appearing on Prospect AI, Limited's web sites could include technical, typographical, or photographic errors. Prospect AI, Limited does not warrant that any of the materials on its web sites are accurate, complete, or current. Prospect AI, Limited may make changes to the materials contained on its web site at any time without notice. Prospect AI, Limited does not, however, make any commitment to update the materials.

Indemnity

You agree to defend, hold harmless and indemnify Prospect AI from and against any and all losses, costs, expenses, damages or other liabilities incurred by Prospect AI arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Prospect AI: (a) in connection with your use of the Sites including any payment obligations incurred through use of the Site; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply profile or payment information via the Sites, including personal financial information; (iii) your decision to submit applications; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Sites; (viii) any act or omission of yours with respect to the payment of fees to any Contractor; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Contractor. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Sites Terms of Use Modifications

Prospect AI, Limited may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be be bound by the then current version of these Terms and Conditions of Use.

Governing Law

Any claim relating to Prospect AI, Limited's web sites shall be governed by the laws of the United Kingdom without regard to its conflict of law provisions.

Data Terms of Use

You agree not to reproduce, duplicate, copy, sell, or resell any of the data made available to you (the “Product”) through any Prospect AI, Limited service, including Prospect AI. The Product shall be used for your internal business purposes only, and you shall not use the Products or any software for the benefit of a third party, including reselling or giving away the data.

API Terms of Use

Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses the Prospect AI Service, is bound by these Terms & Conditions plus the following specific terms:

You expressly understand and agree that Prospect AI shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Prospect AI has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. Abuse or excessively frequent requests to Prospect AI via the API may result in the temporary or permanent suspension of your account's access to the API. Prospect AI, in its sole discretion, will determine abuse or excessive usage of the API. Prospect AI will make a reasonable attempt via email to warn the account owner prior to suspension. Prospect AI reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Fraudulent Activity

Use of the Prospect AI service, including but not limited to any applications that use the Prospect AI service or APIs, prohibits using the service for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other spammy electronic communication. Prospect AI reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Prospect AI are authorized to create one account with the service.

Prospect AI Platform - End User License Terms and Conditions

Date of Last Revision: July 2020

IMPORTANT NOTICE:

THE FOLLOWING END USER LICENCE TERMS AND CONDITIONS (“EULA”) APPLY TO ALL USE, DOWNLOAD AND INSTALLATION OF EACH VERSION AND ITERATION OF THE Prospect AI Platform (THE “Prospect AI Platform”). THE Prospect AI Platform IS ONLY AVAILABLE FOR USE ON GOOGLE CHROME WEB BROWER. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE Prospect AI Platform, AS IT EXPLAINS HOW YOU ARE LICENSED TO USE THE Prospect AI Platform.

YOUR USE OF THE PROSPECT AI PLATFORM IS ALSO SUBJECT TO OUR TERMS OF SERVICE WHICH ARE AVAILABLE HERE. (“TERMS”). YOU MUST BE AN AUTHORISED USER OF OUR CUSTOMER (AS EACH IS DEFINED IN THE TERMS) TO USE AND ACCESS THE Prospect AI Platform. IN THE EVENT THAT YOU CEASE TO BE AN AUTHORISED USER AND/OR ENGAGED BY A CUSTOMER OF US, YOUR RIGHTS TO DOWNLOAD, INSTALL AND USE THE Prospect AI Platform WILL AUTOMATICALLY TERMINATE.

DOWNLOAD, INSTALLATION AND USE OF THE PROSPECT AI PLATFORM, AND THE USE OF OUR WEBSITE ARE ALSO SUBJECT TO OUR PRIVACY POLICY.

ALL USE OF THE PROSPECT AI PLATFORM IS GOVERNED BY AND CONDITIONAL ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THIS EULA. ANY USE, REPRODUCTION OR REDISTRIBUTION OF THE Prospect AI Platform NOT IN ACCORDANCE WITH THIS EULA IS EXPRESSLY PROHIBITED. IF YOU DO NOT ACCEPT THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE Prospect AI Platform.

INTRODUCTION
1.1 This Prospect AI Platform and any accompanying online or electronic documentation have been produced by and is the property of Prospect AI Limited (“Prospect AI”). Prospect AI is referred to as “us”, “we”, and “our” in this EULA. Our registered office is at 12 Times Court Retreat Road, Richmond, England, TW9 1AF. We are a company registered in England & Wales, with company number 09392705.
1.2 The terms and conditions below set out the agreement between you (“you”) and us for the download, installation and use of the Prospect AI Platform. All capitalised terms not defined herein shall have the meaning ascribed to them under the Terms.
1.3 By downloading and using the Prospect AI Platform you are agreeing to be bound by and become a party to this EULA. If you do not agree to all of the terms of this EULA you should not download or use the Prospect AI Platform.
1.4 If you are under the age of 18 you must not download, install or use the Prospect AI Platform.
OWNERSHIP OF THE PROSPECT AI PLATFORM AND CONTENT
2.1 All right, title, interest and ownership rights and any copyright, design right, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets and trademarks (whether registered or unregistered) and any applications therefor and other intellectual property rights (together “Intellectual Property Rights”) in and to the Prospect AI Platform and the Prospect AI Platform content (“Content”) belong to us and/or our licensors. All rights are asserted and reserved, save for those expressly granted under this EULA. The Prospect AI Platform or Content may contain licensed materials and our licensors may act to protect their interests in the event of any breach of this EULA.
2.2 You are not sold the Prospect AI Platform or any Content but, subject to your compliance with all conditions of this EULA, we grant you a non-exclusive, limited, personal, revocable, non-sublicensable, non-transferable licence to use the Prospect AI Platform and Content on devices which you own or control and which have the necessary specifications to run and operate the Prospect AI Platform.
RESTRICTIONS
3.1 You may only use the Prospect AI Platform and Content as part of your role as an Authorised User.
3.2 You shall comply with the Terms as applicable to your use of the Prospect AI Platform and Content including any Customer's policies regarding data protection.
3.3 You shall not, and shall not permit or encourage any third party to, use the Prospect AI Platform and Content in violation of the Terms or in a way that may put Customer in violation of the Terms.
SYSTEM AND PLATFORM REQUIREMENTS
4.1 This Prospect AI Platform is only available for web browser. It has been developed to work on the latest version of Google Chrome web browser and the operating system available at the time of its release. Google, operating system and device vendors may from time to time update their web browser, software and/or devices, and we may, but shall not be obligated to, update the Prospect AI Platform if necessary to ensure that its functionality and performance continue with any such update. It is your obligation to ensure that you are using the latest compatible public release of Google Chrome web browser or any such device, operating system or software. We may require you to update the Prospect AI Platform from time to time.
4.2 You require Google Chrome web browser and an internet connection, which you must procure at your own expense, to access and use the Prospect AI Platform.
4.3 By downloading the Prospect AI Platform from the Google Chrome web store, you acknowledge that you have read and understood Google Chrome web store Terms of Use (available online here: https://ssl.gstatic.com/chrome/webstore/intl/en/gallery_tos.html) and Google Chrome Privacy Policy (available online here: https://policies.google.com/privacy?hl=en).
TERM AND TERMINATION
5.1 This EULA takes effect upon your download, installation and/or use of the Prospect AI Platform and remains effective until terminated by either of us. You may terminate this EULA at any time by removing the Prospect AI Platform from your Google Chrome web browser. The EULA shall automatically terminate if you fail to comply with any term or condition of this EULA. Upon termination you shall cease all use of the Prospect AI Platform and remove it from your Google Chrome web browser.
5.2 The following clauses of the EULA shall survive termination: Clause ‎1 (Introduction), Clause ‎2 (Ownership), Clause ‎3 (Restrictions), Clause ‎5 (Term and Termination), Clause ‎6 (Limitation of Liability) and Clauses ‎7-‎13 (General Provisions).
OUR LIMITATIONS OF LIABILITY
6.1 The Prospect AI Platform is provided 'as is' and 'as available' to the fullest extent permissible pursuant to applicable law. Prospect AI disclaims all warranties and conditions, express or implied, including but not limited to implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Prospect AI Platform, its use, and the results of such use. Prospect AI specifically disclaims any warranty:6.1.1 that the Prospect AI Platform and its availability shall be uninterrupted or error-free;
6.1.2 that defects shall be corrected;
6.1.3 that there are no viruses or other harmful components;
6.1.4 that the Prospect AI Platform or its use comply with advertising regulation or data protection regulation;
6.1.5 that the security methods employed shall be sufficient; or
6.1.6 regarding correctness, accuracy, or reliability.
6.2 All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
6.3 Nothing in this Agreement excludes the liability of Prospect AI:
6.3.1 for death or personal injury caused by Prospect AI's negligence;
6.3.2 for fraud or fraudulent misrepresentation; or
6.3.3 any statutory liability not capable of limitation.
6.4 Subject to Clause 7.3, Prospect AI shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution, or otherwise for any loss of profits, loss of business, depletion of goodwill, similar losses, loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss costs, damages, charges, or expenses, however arising under this EULA.
6.5 Subject to Clause 7.3 and 7.4, Prospect AI's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to the lower of (i) total monies actually received by Prospect AI from Customer in respect of your use of the Prospect AI Platform under this EULA during the 12 months preceding the date on which the claim arose, and (ii) £1,000.
NO WAIVER
A waiver of any right under this EULA is only effective if it is in writing.
ASSIGNMENT
This EULA is personal to you. You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of Prospect AI.
SEVERANCE
If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
ENTIRE AGREEMENT
This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
THIRD PARTY RIGHTS
This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
GOVERNING LAW AND JURISDICTION
This EULA shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
CHANGES TO THIS EULA
We may change this EULA for any legal, regulatory or security reasons, or for any other reason we reasonably decide. We will notify you of any changes and you will be required to accept the changes to continue using the Prospect AI Platform.
SUPPORT AND CONTACTING US
The Prospect AI Platform is provided “as is”. However if you need any help and support please email kanoj@prospectai.co and we shall endeavour to assist you.

Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at:

Unit 6 Queens Yard, White Post Lane, London, United Kingdom, E9 5EN

kanoj@prospectai.co