ProphetaLabs Terms of Service

1. Access and Use. While your access continues under Section 5, you may access and use ProphetaLabs and copy and use the included Software and Documentation as needed for your personal or business purposes, including authorized work for clients, subject to these Terms. We do not guarantee any particular results from using ProphetaLabs.

   Access to service features requires an active paid subscription, unless we expressly grant complimentary or other authorized access. A credit balance or credit-pack purchase does not independently provide access. Any access exception is subject to the scope and duration we communicate and does not include free usage or credit grants unless expressly stated. Billing management, resubscription, support, and account or privacy requests do not require a paid subscription.

2. Support. Contact info@prophetalabs.com for technical support.
3. User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
4. Feedback and Usage Data. You may provide Feedback “AS IS”, and we may use it to improve our products without compensation. We may use Usage Data to operate and improve ProphetaLabs, including training and improving our models. Personal information is handled under our Privacy Policy; disclosures of Usage Data for other purposes must be aggregated and must not identify Customer or Users.
5. Customer Content. You permit us to copy, display, modify and use Customer Content as needed to provide and maintain ProphetaLabs and for the uses described in our Privacy Policy, subject to its limitations. You are responsible for its accuracy and for having the necessary rights and permissions. All use of personal information remains subject to Section 3.1.

1. Restrictions on Customer.
   1. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
   2. Use of the Product must comply with all Documentation and the usage limits below.

   Your use of ProphetaLabs is subject to the usage, storage and processing limits displayed in the service or specified when you purchase. You must not bypass these limits, evade payment, or use multiple accounts to abuse promotional offers.

1. Privacy and Processing. Our Privacy Policy describes collection, use, sharing, retention and privacy rights. Its Processing on your behalf provisions are incorporated into these Terms as contractual obligations. The Privacy Policy governs our handling of personal information if these Terms conflict with it. Updates to these Terms do not replace any consent required for new processing.
2. Sensitive Information.

   Do not submit medical records, payment-card or financial-account numbers, government identification numbers, or authentication secrets as Customer Content unless we agree in writing. Do not use ProphetaLabs to identify people through biometric data or to infer sensitive personal traits, such as health conditions, religious beliefs or sexual orientation, unless we separately agree to that use and it is lawful.

   Ordinary videos are not prohibited merely because people appear in them or they incidentally reveal sensitive information. You must still have a lawful basis and any required permissions for the personal information you submit. This clause does not remove protections or consent requirements under applicable privacy law.

Fees and Payment: Prices, currency, applicable taxes, payment timing, and any usage limits are shown when you purchase or use a paid feature. Where a feature uses credits, charges are deducted from your balance according to the applicable usage rates. We may reserve an estimated charge and adjust it after processing.

Subscriptions and Credit Packs: A subscription provides service access for each paid billing period and includes the credit allowance shown at checkout. We add that allowance after successful payment for each period. Mid-period upgrades add the prorated additional credits described below, rather than another full monthly allowance. Credit packs are separate, one-time purchases that add credits after successful payment; they do not start, renew, or extend a subscription. A subscription does not include unlimited usage. Credit charges and other plan limits continue to apply.

Credit Balances: Subscription and purchased credits share one balance. Unused credits accumulate without a rollover cap and do not expire through the passage of time. Credits and usage charges may include fractions of a credit. Credits may be used only while you have an active subscription or other access expressly authorized by us. Cancelling your subscription preserves your account and unused balance, which remains available when you resubscribe or otherwise regain authorized access. Credits are usable only within ProphetaLabs, are non-transferable, and cannot be redeemed for cash except under the refund provisions below or as required by law. Permanent account closure and service termination are addressed in Section 5.

Purchases through Polar are sold by Polar as our merchant of record and authorized reseller, subject to its Buyer Terms. ProphetaLabs remains provided by Centrality LTD.

Renewals and Cancellation: Subscriptions renew automatically each month at the price disclosed at checkout, subject to the pricing-change provisions below, until cancelled. By subscribing, you authorize the seller to charge your payment method for each renewal and applicable taxes. You can cancel from the billing settings in your account or contact the seller or us for assistance. Cancel before your next renewal to avoid the next charge. Cancellation takes effect at the end of your current paid billing period; until then, your subscription remains active. Afterwards, service access and new monthly credit grants stop. Cancellation does not itself request account or data deletion.

Plan Changes: Upgrades change your existing subscription after successful payment of the prorated price difference for the remainder of your current billing period. We add the corresponding proportion of the increase in monthly credit allowances, rounded down to the nearest millionth of a credit. The additional credits are calculated from the allowances and remaining time, independently of discounts and taxes. Your existing credit balance and renewal date remain unchanged. At your next renewal, the new plan's price and full monthly credit allowance apply. Downgrades take effect at your next renewal, with no immediate charge, refund, or additional credit grant. We show the proposed plan, renewal details, and an estimate of any immediate charge and additional credits before you confirm. Estimates change with the time remaining when the upgrade is processed; Polar applies applicable discounts and taxes. By confirming an upgrade, you authorize that charge to your saved payment method. A later confirmed plan change replaces any previously scheduled plan change.

Failed Payments: If an upgrade payment is declined, we do not grant additional credits. An uncertain payment outcome may temporarily prevent further plan changes while it is reconciled. If a renewal payment fails, we do not issue that period's credit allowance and may suspend service access after the paid period ends. Payment retries and any amounts due are governed by the seller's terms and applicable law. A failed payment does not remove your existing credit balance or itself cancel your subscription.

Pricing Changes: We may update pricing for future purchases or usage. We will communicate material changes before they take effect and obtain consent where required by law. Changes do not alter charges for completed purchases or usage. Changes to subscription prices or allowances apply to future renewals after advance notice and any legally required consent, with an opportunity to cancel before they take effect. These updates do not retroactively reduce rights attached to earlier purchases. Any transition of existing customers to subscription-required access will be separately communicated and will respect those rights.

Refunds: Within 14 days of a credit-pack purchase, you may request a refund for its unused credits at the price paid, treating credits as spent oldest first, by contacting info@prophetalabs.com. Services already provided or usage already consumed are generally non-refundable. Subscription fees are generally non-refundable. We may refund an initial payment or renewal requested within 14 days if the service has been unused or substantially unused during that billing period. Approved refunds end the subscription and remove the credits issued for the refunded payment. Upgrade payments are also generally non-refundable; we may approve a request made within 14 days if the additional credits are unused or substantially unused. An approved upgrade refund ends the subscription and reverses that upgrade's additional credit grant, while preserving credits from other payments. A partial refund of a subscription payment also reverses that payment's full credit grant. Reversals may leave a negative balance if the corresponding credits have already been spent. The exceptions and mandatory rights below continue to apply, as do any refund rights attached to earlier purchases.

Where EU consumer withdrawal rights apply, you may withdraw within 14 days of entering the contract by emailing info@prophetalabs.com. If you expressly requested service to begin during that period, we may charge proportionately for service already provided, as permitted by law.

If you experience a billing error or a technical problem that prevents us from providing the purchased service, contact us so we can investigate and provide an appropriate correction or refund.

Approved refunds are processed through the original seller. Any corresponding unused credits or access will be removed when refunded. Nothing in this policy limits your statutory rights or the seller’s obligations under applicable law. Purchases through Polar are also subject to Polar’s Buyer Terms, including its authority to issue refunds.

1. Duration and Account Closure.

   These Terms take effect when you first accept them (the “Effective Date”). Paid access lasts for each paid subscription billing period (the “Service Period”), subject to renewal, cancellation, and suspension under Section 4. Other authorized access lasts for the period we communicate.

   Account closure and service termination: You may close your account at any time. We may suspend or terminate access for material breaches of these Terms, or discontinue the service with reasonable advance notice where practicable.

   Permanently closing your account stops subscription renewals and ends access to unused credits. Closure does not itself entitle you to a refund; our refund policy and your statutory rights continue to apply.

   Termination also ends service access and future subscription renewals. Non-expiring credits do not guarantee perpetual operation of the service. If we permanently discontinue the service, we will refund unused credit-pack credits at the price paid and the remaining prepaid subscription period. Otherwise, termination does not automatically entitle you to a refund. Any unused paid balance or refund request will be handled under our refund policy, the applicable seller’s terms, and applicable law. Nothing in this section limits your mandatory rights.

2. Effect of Termination. Subscription cancellation is governed by Section 4. We handle Customer Content and personal data under the Privacy Policy's retention and deletion provisions. Each Recipient will return or destroy the Discloser's Confidential Information, subject to Section 5.3. You remain responsible for outstanding Fees accrued before termination under Section 4.
3. Survival. Sections 1.4, 2.1, 4 (for retained credit balances, refunds, and Fees accrued or payable before termination), 5.2, 5.3, and 6–12 survive expiration or termination. Each Recipient may retain Confidential Information under its ordinary backup or record retention policies or as required by Applicable Laws, subject to Section 3.1. Sections 3 and 9 continue to apply to retained Confidential Information.

   Survival and backup retention do not extend content-use permissions or retention beyond the Privacy Policy, including its deletion deadlines and training restrictions.

1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) if it is an organization, it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
3. From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Service Period.
4. Provider Warranty Remedy. If we materially reduce the service and cannot promptly restore it after notice, you may cancel and receive a proportionate refund for the affected period, without limiting your statutory rights.

1. Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

To the maximum extent permitted by applicable law, Centrality LTD’s total aggregate liability arising out of or relating to ProphetaLabs or these Terms will not exceed the greater of CAD $100 or the total fees Customer paid for ProphetaLabs, including through Polar, during the 12 months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by applicable law, Centrality LTD will not be liable for lost profits or revenue, loss of business opportunities, or indirect, consequential, special, incidental, exemplary or punitive damages arising out of or relating to your use of ProphetaLabs.

Customer’s total aggregate liability under these Terms is subject to the same monetary cap. Customer will not be liable for lost profits or revenues or consequential, special, indirect, exemplary, punitive or incidental damages, except for a breach of Section 9 (Confidentiality).

These limitations apply whether liability arises in contract, tort (including negligence), breach of statutory duty or otherwise, even if the party was informed of the possibility of the damage. They do not apply to unpaid fees, refunds due under these Terms, fraud or wilful misconduct, or liability that cannot lawfully be excluded or limited. Nothing in these Terms limits your mandatory consumer rights.

1. Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
2. Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
3. Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
4. Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 9 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 9 (Confidentiality).

1. Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.
2. We assign to you any rights we have in outputs generated for you. You may use them commercially, including after cancellation. Outputs may be inaccurate, non-unique, or unprotected by copyright; you are responsible for reviewing them and respecting third-party rights.

1. Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Additional terms in your purchase orders or other documents do not apply unless we expressly agree to them in writing.
2. Updates, Severability, and Waiver.

   We may update these Terms by posting a revised version and its effective date. For material changes, we will notify you by email or through the service and give reasonable advance notice before they take effect, unless an earlier change is required by law or necessary to address an urgent security issue. Changes apply prospectively. To the extent permitted by law, continuing to use ProphetaLabs after the effective date means you accept the updated Terms. If you disagree, you may stop using the service and close your account. We will obtain express consent where required by law.

   If any provision is invalid or unenforceable, the remaining provisions remain in effect. A failure to enforce a provision does not waive the right to enforce it later.

3. Governing Law and Courts. The laws of Alberta and the applicable federal laws of Canada govern these Terms, without regard to conflict-of-laws provisions. The parties submit to the jurisdiction of the courts in Calgary, Alberta, Canada, subject to mandatory rights to bring proceedings elsewhere under applicable law.
4. Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
5. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
6. Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider’s discretion with or without notice.
7. Notices. Notices, requests and approvals under these Terms must be in writing. Send notices to us at info@prophetalabs.com; we will send notices to the main email address associated with your account. Email notices are deemed given upon confirmed delivery.
8. No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
9. Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.
10. Export Controls. You must comply with applicable export-control and sanctions laws and may not use ProphetaLabs where those laws prohibit it. We may suspend or terminate access to comply with those laws.
11. Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

1. “Agreement” means these ProphetaLabs Terms of Service.
2. “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
3. “Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
4. “Cloud Service” means ProphetaLabs.
5. “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes non-public purchase details. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
6. “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
7. “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
8. “Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
9. “Feedback” means suggestions, feedback, or comments about the Product or related offerings.
10. “Fees” means the amounts payable for paid features as shown when you purchase or use them.
11. “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
12. “High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
13. “Product” means the Cloud Service, Software, and Documentation.
14. “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
15. “Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
16. “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
17. “User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.