Welcome, and thank you for your interest in Prog.AI, Inc (“we,” or “us”) and our website at www.prog.ai (the “Site”). By accessing or using the Site, you agree to these Terms of Use (the “Terms”) which are a legally binding contract between you and Prog.AI regarding your use of the Site. If you do not wish to accept the Terms, do not access or use the Site

The Site provides certain information about us and about the products and services we sell, and provides you with opportunities to contact us.

If you are a Prog.AI subscriber, then (i) your access and use of Prog.AI services, including services that may be accessible to subscribers through the Site are governed by the provisions of the subscription agreement and subscription order form entered into between you and Prog.AI (“Subscription Agreement”), and (ii) in the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will prevail.

The Site is owned and operated by Prog.AI. The visual interfaces, graphics, design, compilation, information, data, computer code, and all other elements of the Site (“Materials”) provided by Prog.AI is protected by intellectual property and other laws. All Materials associated with the Site are the property of Prog.AI or our third-party licensors. You are authorized to view the Materials on the Site in accordance with these Terms but you may not make any other use of the Materials without the prior express written permission of Prog.AI. For example, you may not copy or distribute the Materials, or prepare derivative works based on the Materials, without our written consent in advance.

Please read the Prog.AI Privacy Policy for information relating to our collection, use, storage and disclosure of information we collect about you. The Prog.AI Privacy Policy is incorporated by this reference into and made a part of these Terms.

When you provide Submitted Data through the Service, you understand and agree to the following, except where we and you have put in place a Premium Services Agreement (or other agreement) that expressly supersedes the below terms

1. The Licenses You Grant To Us. When you provide us with or make available to us any Submitted Data, such as names, addresses, business titles or phone numbers of contacts or other persons, you are granting us several licenses to use that data (and you are representing to us that you have the right to make this grant):

2.

• You grant us a perpetual and irrevocable license to access and use the Submitted Data in aggregated form, to provide, develop and improve the Service and our data assets, so long as we do not (i) in any public way refer to you or the company you work for in relation to the Submitted Data (for instance, we will never sell a list titled “List of Brand X’s Clients), or (ii) use the Submitted Data in a way that violates any contract we have entered into, or any law.
• You also provide us the perpetual and irrevocable right to sublicense, make available, copy, display, publish or distribute the Submitted Data to any third party, including our customers, business partners, and service providers.
• You provide us the right to create derivative works, data models, or modeled data sets with the Submitted Data. You agree that we will own those derivative works (but not the actual Submitted Data that is distinct from those works). Examples of derivative works (without limitation) would be, for instance, if we create aggregated or modeled data sets that combine data from numerous providers in order to form a new or new type of data set. Another example would be if we used multiple sets of Submitted Data (from multiple providers) in order to derive data analytics about certain industries, buyers, or industry prospects.
• You also agree that we have the perpetual and irrevocable right to use, share, sublicense, display, copy, publish and distribute the Submitted Data in aggregated, de-identified form for any purpose, in any medium.
• The foregoing license grants to Prog.AI shall be non-exclusive, perpetual and royalty-free. Prog.AI shall have the right to sublicense, assign, or transfer such licenses at its discretion.

3. The Representations You Make To Us. It is important to us that you have the right to grant us the licenses we’ve described above. If you don’t, please do not provide any Submitted Data to us. If you’re not sure whether you do, please take the time to confirm whether that is the case. We will still be here when you’re ready.

4.

• You, therefore, warrant and represent that you have all necessary rights, permissions, and authority to provide the Submitted Data to us (in whole and in part) and that doing so will not put you in violation of any contracts you have signed or any laws. We provide certain examples of laws that theoretically could apply, so please continue to read.
• You likewise warrant and represent that the Submitted Data does not contain any information about individuals under the age of 18.
• You warrant and represent that providing the Submitted Data to us does not violate the U.S. HIPAA law: for instance, it is not a list of a hospital or doctor’s patients, or a similar dataset consisting of patients or clients of an entity covered by HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professionals). Similarly, you agree not to provide us with Submitted Data consisting of a list of clients of an entity covered by the GLBA, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies.
• You warrant and represent that you will only provide Submitted Data to us that is true and accurate, and of living persons.

5. Nature of Exchange. Our Service contains certain “cooperative” elements. This means that in exchange for providing the Submitted Data to us, and potentially for the use of other customers (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you. While we strive to make this a fair and optimal exchange, you understand and agree that we may change these terms or the nature of the Service at any time, or alter the amount of Output Data or other access we provide – and you agree that it is in our sole discretion to do so. We likewise may terminate your account or access to the Service at any time, for any reason, including (without limitation) any violation of these Terms of Service by you or through your account. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service and you agree to adhere to them.

You agree not to:

6.1. use the Site for any illegal purpose or in violation of any local, state, national, or international law;

6.2. interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit access to or use of any content, or by using any account credentials that are not your own;

6.3. interfere with the operation of the Site or any visitor’s enjoyment of the Site, including by interfering with, intruding into, disrupting, or making repeated accesses or requests that cause performance degradation to any network, equipment, server, or software system used to host or otherwise implement the Site;

6.4. use any means of automated data collection (“scraping”) or indexing (“crawling”), including by use of data mining tools, scripts, repeated data requests, automated systems (“robots”), or any other method to collect, copy, or aggregate information hosted on the Site; or

6.5. attempt to do any of the acts described in this Section 5, or assist, encourage, request, or permit any person to engage in any of the acts described in this Section 5.

The Site may contain links to third-party websites such as social media websites. Third-party websites are not under our control, and we are not responsible for their content.

We reserve the right to modify or discontinue the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or termination of your access to or use of the Site.

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes.

If you choose to provide us with input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant Prog.AI an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

The site and all materials and content available through the site are provided “as is” and on an “as available” basis. Prog.AI disclaims all warranties and conditions of any kind, whether express or implied, relating to the site and all materials and content available through the site, including without limitation any implied warranty of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement. Prog.AI does not warrant that the access to the site, or any materials or content offered through the site, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and does not warrant that any of those issues will be corrected.

No advice or information, whether oral or written, obtained by you from the site or any materials or content available through the site will create any warranty regarding the site that is not expressly stated in these terms. You understand and agree that you use the site and any materials or content available through the site at your own discretion and risk, that you are solely responsible for any damage to your property (including the computer system or mobile device you use to access the site), or loss of data that results from the use of the site or any materials or content available through the site.

Some jurisdictions may prohibit a disclaimer of warranties and you may have other rights that vary from jurisdiction to jurisdiction.

In no event will Prog.AI be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the site or any materials or content on the site, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if Prog.AI has been informed of the possibility of such damage

The aggregate liability of Prog.AI and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents to you for any and all claims relating to the use of (or any inability to use) the site, or otherwise arising under these terms, shall under no circumstances exceed $50 USD.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties. this allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section 11 will apply even if any limited remedy fails in its essential purpose.

These Terms are governed by the laws of Hong Kong without regard to conflict of law principles. Any dispute arising in connection with the Site or these Terms will be litigated exclusively in the courts located in Hong Kong, and both you and Prog.AI hereby submit to the personal jurisdiction of such courts and waive any objection regarding venue or inconvenient forum in such courts.

The failure to require the performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms for any reason, Sections 3, 4, and 9 through 13 will survive.

You consent to receive certain electronic communications from us as further described in our Privacy Policy.

The Site is controlled by Prog.AI, Inc located at 721 De Haro st, San Francisco, CA 94107, United States. You may contact us by sending correspondence to that address or by emailing us at support@prog.ai