These Terms of Service (the “Terms of Service” or “Agreement”) are a binding legal agreement between Prodigy Intelligence (“Prodigy Intelligence,” “we,” “us,” or “our”) and the individual or entity that accesses or uses Coyote or any related websites, applications, software-enabled services, APIs, downloadable tools, reports, models, support services, or other offerings made available by Prodigy Intelligence (collectively, the “Services”).
BY ACCESSING, REGISTERING FOR, ORDERING, ACTIVATING, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, GOVERNMENTAL BODY, NONPROFIT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” AND “YOUR” WILL REFER TO THAT ENTITY AND ITS AUTHORIZED USERS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.
This Agreement governs access to and use of the Services, including any web-based interfaces, desktop or client applications, local components, APIs, model-driven features, file upload workflows, processing tools, account controls, dashboards, reports, and outputs made available by Prodigy Intelligence.
If you execute an order form, subscription order, statement of work, master services agreement, data processing addendum, or other written agreement with Prodigy Intelligence concerning the Services (each, an “Order Form”), that document is incorporated into this Agreement by reference. In the event of a conflict, the following order of precedence applies unless expressly stated otherwise in writing: (a) the applicable Order Form, (b) any signed data processing addendum or privacy addendum, (c) this Agreement, and (d) any Documentation.
Certain features, plans, beta offerings, APIs, or integrations may be subject to additional terms, documentation, usage rules, or acceptable use requirements. Those supplemental terms are incorporated into this Agreement to the extent applicable.
An account established to access or administer the Services.
A person designated by Customer to administer Accounts, settings, billing, permissions, user access, integrations, or User Content within the Services.
Any employee, contractor, consultant, agent, or other individual whom Customer authorizes to use the Services under Customer’s Account, subject to this Agreement.
The individual or entity that purchases, subscribes to, or otherwise receives authorized access to the Services.
Any user guides, technical materials, policies, instructions, specifications, knowledge base materials, or product descriptions made available by Prodigy Intelligence for the Services.
Any suggestion, idea, enhancement request, recommendation, correction, or other input regarding the Services.
Any report, assessment, summary, indicator, pattern, score, classification, transcript, visualization, analytic result, generated text, generated recommendation, or other information produced by or through the Services.
The Services, Software, models, algorithms, analytics frameworks, documentation, interfaces, workflows, designs, know-how, trade secrets, usage telemetry, system data, derived data, aggregated data, de-identified data, and all related intellectual property and technology owned by or licensed to Prodigy Intelligence.
Coyote and all related hosted, cloud, API, application, support, reporting, and product functionality provided by Prodigy Intelligence.
Any downloadable or installed software, application, executable, local connector, client-side component, or agent provided as part of the Services.
The initial subscription period and any renewal period for the applicable Services.
Any third-party products, services, websites, models, data sources, hosting providers, integrations, identity providers, communication tools, storage providers, or software not owned by Prodigy Intelligence.
Any seat limits, account limits, file limits, processing limits, API limits, storage limits, rate limits, or usage thresholds applicable to the Services or a subscription plan.
Any text, transcripts, audio, video, files, documents, reports, metadata, prompts, comments, labels, images, data, personal information, or other materials submitted, uploaded, transmitted, stored, processed, or made available by or on behalf of you or your Authorized Users through the Services.
You may use the Services only if you are legally capable of entering into a binding agreement and are not prohibited from using the Services under applicable law. The Services are intended for business, professional, organizational, and other lawful uses by persons of legal age and capacity.
If you are using the Services on behalf of an organization, you represent and warrant that: (a) you have authority to bind that organization; (b) all Authorized Users are under your control or acting under appropriate legal authorization; and (c) you are responsible for all acts and omissions of your Authorized Users as if they were your own.
You must provide accurate, current, and complete registration, billing, and contact information and keep such information updated at all times. Prodigy Intelligence may require identity, business, or payment verification as a condition of access.
You are responsible for maintaining the confidentiality of login credentials, tokens, access keys, API credentials, and other authentication mechanisms. You will not share credentials except as expressly permitted by the Services. You must promptly notify Prodigy Intelligence of any suspected unauthorized access, credential compromise, or security incident involving your Account.
Admins may be able to provision, suspend, modify, or remove Authorized User access; configure settings; connect integrations; view usage information; manage uploaded content; and access or export Outputs. You are solely responsible for your designation of Admins and for all actions taken through Admin permissions.
You are responsible for ensuring that all Authorized Users comply with this Agreement and all applicable laws. Any breach by an Authorized User will be deemed a breach by you.
Subject to your compliance with this Agreement and payment of all applicable fees, Prodigy Intelligence grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for your internal business or otherwise authorized lawful purposes and in accordance with applicable Documentation, Usage Limits, and subscription plan terms.
Unless expressly authorized in writing by Prodigy Intelligence, the Services are licensed for your internal use only and not for resale, white-labeling, service bureau use, outsourcing to third parties, timesharing, commercial hosting, public-facing monetized access, or operation for the benefit of unaffiliated third parties.
Your use is subject to applicable Usage Limits. Exceeding Usage Limits may result in overage charges, throttling, degraded performance, suspension of access to certain features, or required upgrade to another plan.
No rights are granted except as expressly set forth in this Agreement. All rights not expressly granted are reserved by Prodigy Intelligence and its licensors.
The Services may be offered under individual, team, enterprise, usage-based, trial, evaluation, or other plans. Plan features, pricing, included usage, and service entitlements may vary.
You agree to pay all fees, charges, overages, taxes, and other amounts specified in the applicable Order Form, plan terms, checkout flow, or account billing interface. Except as expressly stated otherwise, all payment obligations are non-cancelable and fees are non-refundable.
Unless otherwise stated in an applicable Order Form or unless you timely cancel in accordance with the applicable plan rules, subscriptions automatically renew for successive periods equal to the expiring Subscription Term, and you authorize Prodigy Intelligence to charge the applicable renewal fees and any usage-based fees to your designated payment method.
If the Services include usage allowances or metered features, you will pay all charges for use in excess of the included allotment or for billable usage-based activity. Prodigy Intelligence may measure usage using its standard internal systems and records, which will control absent manifest error.
Fees do not include taxes, duties, levies, tariffs, or similar governmental assessments of any nature, including value-added, sales, use, goods and services, withholding, or similar taxes, all of which are your responsibility except taxes based on Prodigy Intelligence’s net income.
If a payment fails, is reversed, is disputed, or is not timely received, Prodigy Intelligence may suspend or restrict access to the Services, charge late fees or interest to the maximum extent permitted by law, recover reasonable collection costs, and require an alternative payment method.
You will pay all amounts due without setoff, counterclaim, deduction, or withholding except as required by law.
Prodigy Intelligence may modify fees, pricing structure, plan inclusions, or usage rates upon prior notice. Fee changes will generally take effect at the start of the next renewal term unless otherwise required by law or expressly agreed.
Except where required by applicable law or expressly stated in writing by Prodigy Intelligence, all fees are non-refundable, including prepaid subscriptions, partial months, unused usage allotments, implementation fees, professional services fees, and charges incurred before termination or suspension.
As between the parties, and subject to the rights granted in this Agreement, you retain whatever right, title, and interest you have in and to User Content.
You grant Prodigy Intelligence and its affiliates, subprocessors, contractors, and service providers a worldwide, non-exclusive, royalty-free right and license to host, store, reproduce, process, transmit, display, translate, parse, transcribe, analyze, transform, index, extract from, adapt, generate Outputs from, and otherwise use User Content as necessary to: (a) provide, operate, and maintain the Services; (b) authenticate users and manage accounts; (c) secure, monitor, troubleshoot, debug, test, and support the Services; (d) enforce this Agreement and prevent fraud, abuse, or misuse; (e) improve the reliability, safety, performance, and functionality of the Services; and (f) comply with law, regulation, court order, or lawful governmental request.
Except as otherwise expressly stated in an applicable Order Form, privacy notice, or signed data processing addendum, Prodigy Intelligence may use User Content and derived information to improve, evaluate, maintain, test, and refine the Services, including related safety systems, classifiers, quality controls, and model performance. Prodigy Intelligence will not be obligated to segregate or refrain from learning from patterns, metadata, or operational insights derived from use of the Services. Prodigy Intelligence may use aggregated and de-identified data, telemetry, and system-level learnings for analytics, benchmarking, security, and product development purposes without restriction, provided such use does not identify you or any natural person as the source.
You represent, warrant, and covenant that: (a) you own or control all rights necessary to submit and authorize processing of User Content; (b) submission and use of User Content through the Services will not violate any law, contract, policy, confidentiality obligation, intellectual property right, privacy right, publicity right, employment right, labor right, or other third-party right; (c) you have obtained all legally required rights, permissions, notices, authorizations, waivers, and consents for collection, upload, analysis, storage, disclosure, and use of User Content and related Outputs; and (d) User Content and your use of the Services will comply with this Agreement and all applicable laws.
Without limiting Section 6.4, you are solely responsible for obtaining and documenting all required consents and notices relating to call recording, workplace monitoring, interview recording, employee or applicant assessment, voice capture, likeness capture, surveillance, audio/video collection, transcription, biometric or biometric-adjacent processing, and use of personal information. You must not upload or process any content for which you lack valid legal authorization.
You will not submit User Content that: (a) is unlawful, defamatory, fraudulent, threatening, or abusive; (b) infringes or misappropriates third-party rights; (c) contains malicious code or harmful material; (d) violates privacy, employment, surveillance, wiretapping, recording, consumer protection, biometric, or data protection laws; or (e) is submitted in connection with unlawful investigations, harassment, discriminatory practices, retaliation, stalking, or other improper activity.
You are solely responsible for the accuracy, legality, quality, integrity, and appropriateness of User Content, for the consequences of providing incomplete or misleading context, and for any decisions made based on Outputs.
The Services may generate probabilities, scores, classifications, summaries, indicators, patterns, behavioral signals, or other inferential Outputs. Outputs are probabilistic, inferential, and advisory only. The Services do not determine, prove, certify, or establish as a matter of fact whether any person is truthful, deceptive, honest, dishonest, credible, non-credible, compliant, non-compliant, malicious, innocent, guilty, or otherwise.
Outputs do not constitute legal advice, forensic opinion, investigative conclusion, expert testimony, scientific certification, medical advice, mental health advice, employment advice, compliance advice, law enforcement determination, insurance determination, immigration determination, academic integrity determination, or any other professional judgment.
Artificial intelligence and machine learning systems may hallucinate, omit relevant context, reflect biased or incomplete data, misinterpret inputs, generate inaccurate or misleading language, fail to detect relevant factors, or produce offensive, incomplete, or incorrect Outputs. Prodigy Intelligence does not warrant that any Output is accurate, complete, unbiased, reliable, admissible, or suitable for any purpose.
You must independently review and validate all Outputs using qualified human judgment and any other procedures, corroboration, and safeguards appropriate to the context. You may not rely on Outputs as the sole basis for any material decision.
You must not use the Services or any Output as the sole or determinative basis for employment decisions, hiring, termination, promotion, discipline, compensation, law enforcement action, criminal accusation, sentencing recommendation, immigration action, asylum determination, insurance coverage decision, claim denial, academic discipline, healthcare decision, mental health determination, security clearance action, reputational sanction, public-sector benefit decision, regulatory submission, or any other high-impact or legally significant decision. Any use in such contexts must be subject to independent human review, additional lawful process, and all applicable legal requirements, and remains entirely at your own risk.
Prodigy Intelligence does not represent or warrant that the Services or Outputs are scientifically validated for any specific jurisdiction, regulator, evidentiary standard, industry requirement, or legal proceeding, nor that any Output will be admissible in any court, arbitration, administrative hearing, workplace process, or investigative matter.
You assume all risk arising from or related to your interpretation or use of Outputs, any action taken or not taken based on Outputs, and any downstream use, disclosure, or reliance by you or third parties.
You will not, and will not permit any third party to: (a) copy, modify, translate, adapt, or create derivative works from the Services except as expressly authorized; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, model architecture, model weights, prompts, system instructions, decision logic, feature engineering, training data, embeddings, or underlying ideas or algorithms; (c) scrape, spider, harvest, index, mirror, frame, or otherwise extract data or content from the Services by automated means except through expressly authorized APIs; (d) use the Services to build, train, benchmark, validate, fine-tune, or improve any competing product, model, dataset, classifier, or service; (e) perform model extraction, prompt extraction, output harvesting, evasion testing, red-teaming for competitive intelligence, or other attempts to discover limitations, confidential functionality, or trade secrets, except as expressly authorized in writing; (f) bypass or circumvent usage limits, technical restrictions, security controls, authentication systems, geographic restrictions, or access controls; (g) resell, sublicense, lease, distribute, host, outsource, or otherwise commercially exploit the Services for third parties without express written authorization; (h) use the Services for unlawful surveillance, unauthorized investigations, discriminatory profiling, harassment, blackmail, intimidation, retaliation, or invasion of privacy; (i) upload malware, conduct penetration testing without authorization, interfere with network integrity, or otherwise disrupt the Services; (j) use the Services in violation of law, regulation, court order, or third-party rights; or (k) access the Services for the purpose of producing or publishing comparative or benchmark testing without Prodigy Intelligence’s prior written consent.
You may not use the Services to conduct covert, unlawful, or unconsented investigations, nor to support decisions that violate workplace, labor, civil rights, anti-discrimination, privacy, surveillance, wiretapping, or data protection laws.
You are solely responsible for ensuring that your use of the Services, User Content, and Outputs complies with all applicable laws and regulations, including those relating to privacy, data protection, consumer protection, employment, labor, anti-discrimination, workplace monitoring, call recording, surveillance, wiretapping, biometrics, artificial intelligence, export controls, sanctions, and record retention.
You are responsible for establishing and enforcing your own internal policies, notices, governance procedures, and decision controls concerning use of the Services and Outputs.
Use of the Services does not relieve you of any independent legal, regulatory, contractual, or professional obligations.
Your use of the Services is also subject to applicable privacy notices and any signed data processing addendum. You acknowledge that the Services may involve processing of account information, usage data, device data, and User Content.
Prodigy Intelligence will use commercially reasonable administrative, technical, and organizational measures designed to protect the Services and User Content. However, no system is completely secure, and Prodigy Intelligence does not guarantee that the Services will be free of security breaches, unauthorized access, data loss, or other failures.
You acknowledge and agree that transmission and storage of data over the internet or other networks is not completely secure and that you provide User Content at your own risk.
Prodigy Intelligence may establish and modify data retention periods, backup practices, archival practices, and deletion schedules. Unless otherwise required by law or a written agreement, Prodigy Intelligence may delete User Content and Outputs after expiration or termination of the applicable Subscription Term, subject to reasonable backup cycles, legal hold obligations, fraud prevention, security needs, and internal recordkeeping. Prodigy Intelligence may preserve data where reasonably necessary to investigate misuse, enforce this Agreement, protect rights or safety, comply with law, or maintain system integrity.
Prodigy Intelligence may collect and retain logs, diagnostic data, device identifiers, system telemetry, and usage analytics for security, billing, support, debugging, service improvement, abuse prevention, and enforcement purposes.
Prodigy Intelligence and its licensors retain all right, title, and interest in and to the Services, Software, Documentation, Outputs generated by the Services except to the extent rights in specific User Content remain with you, and all Prodigy Intelligence Technology, including all intellectual property rights therein.
Except for the limited access rights expressly granted under this Agreement, nothing in this Agreement transfers ownership of any intellectual property to you.
If you provide Feedback, you grant Prodigy Intelligence a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up right and license to use, disclose, reproduce, modify, commercialize, and otherwise exploit that Feedback for any purpose without restriction or obligation.
Prodigy Intelligence may create, compile, and use aggregated, statistical, de-identified, anonymized, or otherwise non-personally identifying data derived from use of the Services for lawful business purposes, including analytics, security, benchmarking, service improvement, and model development.
The Services may interoperate with or enable access to Third-Party Services. Prodigy Intelligence does not control and is not responsible for Third-Party Services, including their availability, security, accuracy, content, legality, or privacy practices.
Your use of Third-Party Services is governed solely by your agreement with the applicable third party. If you enable an integration, you authorize Prodigy Intelligence to exchange User Content, credentials, tokens, and related data with the applicable Third-Party Service as necessary to enable the integration.
Prodigy Intelligence makes no representation, warranty, or commitment regarding any Third-Party Service and disclaims all liability arising from or related to such services.
Prodigy Intelligence may offer beta, preview, trial, pilot, experimental, evaluation, or otherwise pre-release features (“Beta Features”). Beta Features may be incomplete, unstable, unavailable, or materially different from final offerings.
Prodigy Intelligence may modify, suspend, or discontinue Beta Features at any time without notice and without liability.
Beta Features are provided “AS IS,” without warranty of any kind, and are not suitable for high-risk, production-critical, or legally sensitive use.
Prodigy Intelligence may add, remove, modify, reclassify, or replace features, functionality, models, workflows, pricing structures, usage rules, or technical requirements at any time.
Prodigy Intelligence does not guarantee uninterrupted or error-free access to the Services. The Services may be unavailable due to maintenance, downtime, updates, outages, internet failures, dependency failures, or events beyond Prodigy Intelligence’s control.
Prodigy Intelligence may perform scheduled or unscheduled maintenance, including maintenance that results in temporary unavailability or degraded performance.
Any support obligations are limited to those expressly stated in an applicable Order Form or support policy. Unless expressly agreed otherwise, Prodigy Intelligence has no obligation to provide support, maintenance, or updates.
To the extent permitted by law, Prodigy Intelligence may monitor use of the Services, review metadata, logs, diagnostics, and account activity, and investigate suspected misuse, fraud, or security issues.
Prodigy Intelligence may investigate violations of this Agreement and may take any action it reasonably deems appropriate, including warning you, removing content, restricting features, suspending access, terminating Accounts, notifying affected parties, or terminating Accounts, notifying affected parties, or cooperating with law enforcement or regulators.
Prodigy Intelligence may disclose information where it determines disclosure is required or advisable to comply with applicable law, legal process, governmental request, enforceable subpoena, or to protect rights, safety, security, or property.
Prodigy Intelligence may suspend or restrict access to the Services immediately, with or without notice, if: (a) you breach this Agreement; (b) payment is overdue; (c) your use poses a security risk or legal risk; (d) your use may harm Prodigy Intelligence, the Services, other users, or third parties; (e) your use may subject Prodigy Intelligence to liability, regulatory exposure, or investigation; or (f) suspension is required by law or a court order.
During suspension, access to User Content and Outputs may be unavailable. Suspension does not relieve you of your payment obligations.
This Agreement begins when you first accept it or first access the Services and continues until terminated in accordance with this Agreement.
You may stop using the Services at any time. If you are on a subscription plan, termination or cancellation will take effect at the end of the then-current Subscription Term unless the applicable plan terms state otherwise.
Prodigy Intelligence may terminate this Agreement, any Subscription Term, or any Account immediately upon notice if you materially breach this Agreement, if payment is delinquent, if required by law, if continuation would create material legal or security risk, or if Prodigy Intelligence discontinues the applicable Services.
Upon expiration or termination: (a) all rights granted to you under this Agreement will immediately cease; (b) you must cease use of the Services; (c) your access to User Content and Outputs may be disabled; and (d) Prodigy Intelligence may delete or render inaccessible User Content and Outputs in accordance with its retention policies and legal obligations.
Except where required by law or expressly agreed in writing, termination does not entitle you to any refund or credit.
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including business information, security information, technical information, pricing, product plans, models, Documentation, and non-public aspects of the Services.
The receiving party will use the disclosing party’s Confidential Information only as necessary to perform under this Agreement and will protect it using at least reasonable care. The receiving party may disclose Confidential Information only to personnel, affiliates, contractors, advisors, or service providers who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public without breach; (b) was already lawfully known; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.
The receiving party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided it gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, OUTPUTS, DOCUMENTATION, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
PRODIGY INTELLIGENCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, SECURITY, AVAILABILITY, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
WITHOUT LIMITING THE FOREGOING, PRODIGY INTELLIGENCE DOES NOT WARRANT THAT THE SERVICES CAN DETECT DECEPTION, DETERMINE TRUTHFULNESS, IDENTIFY CREDIBILITY, PREVENT MISCONDUCT, COMPLY WITH ANY LEGAL OR SCIENTIFIC STANDARD, OR BE SUITABLE FOR ANY PARTICULAR INVESTIGATIVE, EMPLOYMENT, COMPLIANCE, LEGAL, REGULATORY, INSURANCE, SECURITY, OR OTHER PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRODIGY INTELLIGENCE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PRODIGY INTELLIGENCE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO PRODIGY INTELLIGENCE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
The parties agree that the disclaimers and limitations in this Agreement are a fundamental basis of the bargain and that Prodigy Intelligence would not provide the Services on the same economic basis without them.
You will defend, indemnify, and hold harmless Prodigy Intelligence, its affiliates, licensors, service providers, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “Prodigy Indemnitees”) from and against any and all claims, actions, proceedings, investigations, demands, damages, judgments, settlements, fines, penalties, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) User Content; (b) your or your Authorized Users’ use of the Services or Outputs; (c) your breach of this Agreement; (d) your violation of law or third-party rights; (e) your failure to obtain required notices, permissions, waivers, or consents; (f) unlawful recording, monitoring, surveillance, or collection of audio, video, transcripts, voice, likeness, or personal information; (g) use of Outputs in employment, regulatory, investigative, disciplinary, insurance, public-sector, academic, or other high-risk contexts; (h) discrimination, retaliation, wrongful termination, unfair treatment, privacy claims, labor claims, biometric claims, surveillance claims, consumer claims, or data protection claims arising from your use of the Services; or (i) any decision, action, or omission based in whole or in part on any Output.
Prodigy Intelligence may participate in the defense of any matter with counsel of its choosing at its own expense and may assume exclusive control of the defense and settlement of any matter that implicates its rights, reputation, technology, or ongoing operations. You may not settle any matter in a manner that imposes liability or obligations on any Prodigy Indemnitee without Prodigy Intelligence’s prior written consent.
You will comply with all applicable export control, trade, and sanctions laws and regulations of the United States and other relevant jurisdictions. You represent and warrant that you are not located in, under the control of, or ordinarily resident in any prohibited jurisdiction and are not a prohibited or restricted party.
You will not access, use, export, re-export, transfer, or make available the Services or any related software, technical data, or Outputs in violation of applicable export or sanctions laws.
Prodigy Intelligence may restrict or prohibit access to the Services in certain jurisdictions and may use technical means to enforce such restrictions.
This Agreement and any dispute arising out of or relating to it or the Services will be governed by the laws of the State of Delaware, U.S.A., without regard to conflict of laws principles.
Before initiating arbitration or litigation, the parties will first attempt in good faith to resolve any dispute informally by written notice describing the claim and requested relief. If the dispute is not resolved within thirty (30) days after notice, either party may pursue available remedies as set forth herein.
Except for claims seeking injunctive relief under Section 23.6, and except where an applicable Order Form expressly states otherwise, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be finally resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware, and the arbitration will be conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
Nothing in this Agreement limits Prodigy Intelligence’s right to seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, Confidential Information, security interests, or the Services from actual or threatened misuse.
To the maximum extent permitted by law, any claim arising out of or related to this Agreement or the Services must be brought within one (1) year after the cause of action arose, or it will be permanently barred.
Prodigy Intelligence may provide notices under this Agreement by email, posting within the Services, through account notifications, or by other reasonable electronic means using the contact information associated with your Account.
You must send legal notices to Prodigy Intelligence through the contact mechanisms designated for legal or account notices at prodigyintel.com or through any official contact channel specified in your applicable Order Form or account portal. Notices are deemed given when actually received.
Prodigy Intelligence may modify this Agreement from time to time. Updated versions will be effective upon posting or as otherwise stated. If a change materially adversely affects your rights, Prodigy Intelligence will use reasonable efforts to provide advance notice. Your continued use of the Services after the effective date of the updated Agreement constitutes acceptance.
You may not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without Prodigy Intelligence’s prior written consent. Prodigy Intelligence may assign this Agreement without restriction, including in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.
Prodigy Intelligence will not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, cyberattacks, supply chain disruptions, utility failures, governmental actions, epidemics, pandemics, or failures of third-party providers.
The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
Except for the Prodigy Indemnitees and Prodigy Intelligence’s licensors as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
No waiver of any breach or default will be deemed a waiver of any preceding or subsequent breach or default. Any waiver must be in writing and signed by an authorized representative of the waiving party.
If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
This Agreement, together with any applicable Order Form, supplemental terms, and signed addenda, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous proposals, communications, and agreements relating to the subject matter herein.
Sections that by their nature should survive termination or expiration, including provisions relating to fees, ownership, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms, will survive.
Questions regarding the Services or this Agreement may be directed to Prodigy Intelligence through the official contact, support, demo, or legal communication channels made available at prodigyintel.com or through the applicable account portal made available with the Services.