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, our Privacy Policy, and any applicable Data Processing Addendum ("DPA"), each 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"). The Services are tools for information extraction and organization and are not a substitute for professional legal, financial, tax, or regulatory advice.

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. Prismera may also offer beta, preview, or experimental features ("Beta Features") that are provided "as is" without warranty, may be modified or discontinued at any time, and are subject to additional terms Prismera may specify.

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 if you engage in any Prohibited Activities (Section 4.2), breach these Terms, fail to pay applicable fees, or violate applicable laws. Prismera will provide reasonable notice prior to termination except where immediate suspension is necessary to protect the integrity or security of the Services.

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, or to perform competitive benchmarking or analysis
• Share your account credentials with third parties
• Upload or process any content that infringes upon intellectual property rights of others
• Use the Services or any output thereof as the sole basis for any regulated filing, securities analysis, investment decision, or legal determination
• Exceed any usage limits, rate limits, or storage limits applicable to your account or service tier

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.

4.4 Customer Record Retention Obligations. You acknowledge and agree that you are solely responsible for complying with all record retention requirements applicable to you and your business, including but not limited to requirements under tax law, GAAP, SEC regulations, state regulatory requirements, and any other legal or contractual obligations requiring the retention of financial, transactional, lease, or business records. Prismera is not a records custodian, archive, backup service, or document repository, and the Services are not designed or intended to serve as your sole or primary system of record for any purpose. You shall maintain independent copies of all data, documents, and records uploaded to or generated by the Services. Prismera shall have no liability whatsoever for your failure to independently retain records you are required by law, regulation, contract, or business practice to maintain.

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 License. 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 Aggregate and Anonymized Data. Notwithstanding Section 5.2, Prismera may collect, create, use, and disclose aggregated and/or anonymized data derived from User Data and usage of the Services ("Aggregate Data") for any lawful business purpose, including product improvement, benchmarking, analytics, and research, provided that such Aggregate Data does not identify you, any individual, or any specific Lease Document. Aggregate Data is not User Data and is owned exclusively by Prismera.

5.4 Data Security. Prismera implements industry-standard security measures to protect User Data, including SOC 2 Type II certification. 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.

5.5 Data Export and Portability. Prior to any termination or expiration of your account or service agreement, you are solely responsible for exporting and downloading all User Data you wish to retain. Prismera will make User Data available for export for a period of thirty (30) days following termination or expiration ("Export Period"). After the Export Period, Prismera will delete User Data in accordance with Section 5.6 and shall have no obligation to retain, recover, or provide access to any User Data.

5.6 Data Deletion. Following the Export Period described in Section 5.5, Prismera will permanently delete User Data within sixty (60) days, except where limited retention is required by law applicable to Prismera (not to you). For the avoidance of doubt, Prismera's deletion of User Data does not relieve you of any obligation you may have to retain such data under applicable law, regulation, or contract. You acknowledge that after deletion, User Data cannot be recovered.

5.7 No Custodial Duty. PRISMERA EXPRESSLY DISCLAIMS ANY DUTY, OBLIGATION, OR RESPONSIBILITY TO ACT AS A CUSTODIAN, ARCHIVE, OR BACKUP SERVICE FOR YOUR DATA. The Services are provided as a processing and analysis platform, not a records management system. Prismera shall not be liable for any loss, damage, penalty, fine, or expense arising from your reliance on the Services as your sole or primary means of data storage or records retention.

5.8 Third-Party Sub-Processors. The Services utilize third-party service providers ("Sub-Processors") solely to enable core platform functionality. Sub-Processors 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. Prismera maintains a list of Sub-Processors, which may be updated from time to time. By using the Services, you consent to the use of Sub-Processors and acknowledge that Prismera may add or replace Sub-Processors upon thirty (30) days' prior notice. If you object to a new Sub-Processor, your sole remedy is to terminate your account.

5.9 Data Processing Addendum. For customers subject to GDPR, CCPA, or other data protection regulations requiring a data processing agreement, Prismera offers a Data Processing Addendum ("DPA") that supplements these Terms. The DPA is available upon request at legal@prismera.ai and, where executed, is incorporated into these Terms by reference.

6. Intellectual Property Rights

6.1 Prismera IP. The Services and all associated content, features, functionality, software, code, algorithms, models, 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 Output. Subject to your ownership of the underlying User Data, any structured output, abstractions, summaries, or analyses generated by the Services ("Output") based on your User Data are licensed to you for your internal business use. You acknowledge that Output may contain errors and is subject to the disclaimers in Section 7. Prismera retains all rights in the underlying algorithms, models, and methods used to generate Output.

6.4 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, Limitations, and Disclaimers

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, omissions, hallucinations, or misinterpretations of source material.

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

7.3 No Reliance for Regulated Activities. You acknowledge and agree that Output from the Services shall not be used as the sole basis for: (a) any filing with a governmental or regulatory authority; (b) any investment decision or securities analysis; (c) any legal determination or binding legal position; (d) any financial statement, audit, or tax filing; or (e) any decision with material financial, legal, or regulatory consequences. Any such use is at your sole risk, and Prismera disclaims all liability arising therefrom.

7.4 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. All fees are due in accordance with the payment schedule specified in your service agreement. If no service agreement governs payment, fees are due within thirty (30) days of invoice date.

8.3 Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If any amount remains overdue for more than fifteen (15) days, Prismera may, without limiting its other rights: (a) suspend your access to the Services until payment is received; and (b) require full prepayment for continued access. You shall reimburse Prismera for all reasonable costs of collection, including attorneys' fees.

8.4 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, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

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, COMPLETE, OR RELIABLE. PRISMERA SPECIFICALLY DISCLAIMS ANY WARRANTY THAT AI-GENERATED OUTPUTS WILL BE FREE OF ERRORS, OMISSIONS, OR HALLUCINATIONS.

9.3 No Warranty of Data Retention. PRISMERA DOES NOT WARRANT THAT USER DATA WILL BE RETAINED BEYOND THE PERIODS SPECIFIED IN THESE TERMS. PRISMERA IS NOT A BACKUP SERVICE, ARCHIVE, OR RECORDS CUSTODIAN. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT COPIES OF ALL DATA.

9.4 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.

9.5 Beta Features. BETA FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PRISMERA MAY MODIFY OR DISCONTINUE BETA FEATURES AT ANY TIME WITHOUT NOTICE OR LIABILITY. BETA FEATURES MAY CONTAIN BUGS, ERRORS, OR INACCURACIES AND ARE NOT SUBJECT TO ANY SERVICE LEVEL COMMITMENTS.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages. 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, BUSINESS INTERRUPTION, COST OF PROCURING SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF WHETHER PRISMERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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 Specific Exclusions. WITHOUT LIMITING THE FOREGOING, PRISMERA SHALL HAVE NO LIABILITY FOR: (A) ERRORS, INACCURACIES, OR OMISSIONS IN AI-GENERATED OUTPUTS; (B) DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON THE SERVICES OR ANY OUTPUT THEREOF; (C) YOUR FAILURE TO MAINTAIN INDEPENDENT COPIES OF USER DATA; (D) YOUR FAILURE TO COMPLY WITH RECORD RETENTION OBLIGATIONS APPLICABLE TO YOU; (E) LOSS OF USER DATA FOLLOWING THE EXPORT PERIOD; (F) ANY USE OF THE SERVICES FOR REGULATED ACTIVITIES CONTRARY TO SECTION 7.3; OR (G) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO MAINTAIN CREDENTIAL SECURITY.

10.4 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.

10.5 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
• Your failure to comply with applicable laws, including record retention requirements
• Any claim by a third party arising from your reliance on AI-generated Output for regulated activities, financial decisions, or legal determinations
• Any claim arising from your failure to maintain independent copies of data

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

12. Limitation Period

Any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues. Any claim not brought within this period is permanently barred. This limitation period applies to all claims, whether based on contract, tort, statute, or any other legal theory, to the maximum extent permitted by applicable law. This Section does not apply to indemnification obligations under Section 11.

13. Termination

13.1 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.

13.2 Termination by Prismera. Prismera may suspend or terminate your access to the Services if you: (a) engage in any Prohibited Activities as described in Section 4.2; (b) breach these Terms or your service agreement; (c) fail to pay applicable fees after notice and a reasonable cure period; or (d) violate applicable laws. Where immediate suspension is necessary to protect the security, integrity, or availability of the Services, Prismera may act without prior notice; otherwise, Prismera will provide reasonable notice before termination.

13.3 Effects of Termination. Upon termination: (a) your right to use the Services will immediately cease; (b) the Export Period described in Section 5.5 will commence; (c) all outstanding fees become immediately due and payable; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 4.4 (Customer Record Retention Obligations), 5.3 (Aggregate Data), 5.6 (Data Deletion), 5.7 (No Custodial Duty), 6 (Intellectual Property), 7 (AI Disclaimers), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Limitation Period), 14 (Dispute Resolution), and 15 (Governing Law).

14. Dispute Resolution and Arbitration

14.1 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.

14.2 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.

14.3 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.

14.4 Exceptions. Notwithstanding the above, either party may: (a) 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; or (b) bring claims in small claims court if the claim qualifies.

15. 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.

16. 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.

17. General Provisions

17.1 Entire Agreement. These Terms, together with the Privacy Policy, any applicable DPA, any executed service agreement, and any other legal notices or agreements published by Prismera, constitute the entire agreement between you and Prismera regarding the Services. In the event of a conflict between these Terms and an executed service agreement, the service agreement shall control to the extent of the conflict.

17.2 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.

17.3 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.

17.4 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, including in connection with a merger, acquisition, reorganization, or sale of assets.

17.5 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, shortages of transportation facilities, fuel, energy, labor, or materials, third-party service provider outages, or government actions.

17.6 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.

17.7 Notices. Notices to Prismera must be sent to legal@prismera.ai. Notices to you may be sent to the email address associated with your account. Notices are deemed given when sent.

17.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

18. 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

General support: support@prismera.ai