Effective: September 2, 2026
PLEASE READ THESE TERMS CAREFULLY — THIS IS A BINDING LEGAL AGREEMENT.
1. INTRODUCTION
This agreement (“Terms of Use”) between you (“User” or “you”) and Prospectus AI, Inc., (collectively “Prospectus,” “we,” or “us”) governs your access to and use of the website available at myprospectus.ai (the “Website”), the Prospectus mobile application available on iOS and Android (the “App”), and the content and services enabled by or through the Website and the App (collectively the “Online Services”).
Prospectus does not provide medical, mental health, legal, financial, or tax advice. If you require any assistance with such matters, contact your Employee Assistance Program, dial 988, or seek other emergency services. By browsing the Website, downloading the App, creating an Account, making a purchase, or otherwise using any Online Services, you represent that (1) you have read, understand, and agree to be bound by these Terms of Use, (2) you are of legal age to form a binding contract with Prospectus, and (3) you have the authority to enter into these Terms of Use.
These Terms of Use are effective as of the Effective Date above or, the earliest date permitted by law. Please review these updated Terms of Use carefully before using any Online Services. If you do not agree with these Terms of Use, including an updated Dispute Resolution section, your sole remedy is not to use our Online Services. If you do not agree with these Terms of Use, Prospectus has the right to terminate your account.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE APP. THESE TERMS CONTAIN PROVISIONS OBLIGATING YOU AND PROSPECTUS TO RESOLVE DISPUTES THROUGH BINDING AND FINAL ARBITRATION. SECTION 20 CONTAINS AN ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU MAY NOT BE A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. SECTION 5 ALSO CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATIONS, AS WELL AS HOW TO OPT OUT.
Please note that your use of, and participation in, certain Online Services may be subject to additional terms (“Supplemental Terms”). The Supplemental Terms are incorporated into these Terms of Use and if the Terms of Use are inconsistent with any Supplemental Terms, the Supplemental Terms will take precedence.
We reserve the right to change these Terms of Use from time to time in our sole discretion. When we do, we will revise the Effective Date at the top of these Terms of Use. Changes to these Terms of Use will be effective immediately or on the earliest date permitted by law after notice to you, which may be given by posting the updated Terms of Use on our Website or by email. If material changes are made to these Terms of Use, we may also notify you by placing a prominent notice on the Website or App or via email at the email address we have on file for you. By continuing to use the Online Services, you have accepted the change(s), so we encourage you to periodically review the published Terms of Use to stay aware of any changes to your and Prospectus’s rights and obligations.
2. OUR ONLINE SERVICES.
In order to use the Online Services, you will need an account (“Account”). Accounts may be provisioned via your former employer’s (“Sponsor’s”) enterprise relationship with Prospectus, by self-registration via a Sponsor-issued invitation, or by direct purchase of premium services by you. Access to career coaching resources (“Coaches”) and other premium features may require a separate paid subscription that you can access by an upgrade purchased by you, or eligibility based on your Sponsor’s plan. Registration and Account requirements are further described in Section 6.
3. LICENSE GRANT.
The Website, the App, and the information and Content (as defined below) available on the Website and in the App are protected by copyright laws throughout the world.
a. License to Online Services. Subject to your ongoing compliance with these Terms of Use, Prospectus grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Online Services.
b. License to the App. Subject to your compliance with these Terms of Use, Prospectus grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a reasonable number of copies of the App on mobile devices or computers that you own or control and to run such copy or copies of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
c. Updates. You understand that the Online Services are evolving. As a result, Prospectus may require you to accept updates to any Online Services that you have installed on your computer or mobile device. You acknowledge and agree that Prospectus may update the Online Services, including by over-the-air updates, with or without notifying you or obtaining further consents. You may need to update third-party software from time to time in order to use certain Online Services.
d. Certain Restrictions. The license rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Online Services or any portion of the Online Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other intellectual property (including images, text, page layout or form) of Prospectus or a third party; (c) you shall not use any metatags or other “hidden text” using Prospectus’s or a third party’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Online Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Online Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Online Services; (h) you shall not use the Online Services or any generated results (“Output”) to train, fine-tune, or develop any machine learning model or competing service; (i) you shall not submit prompts or content designed to extract system prompts, bypass safety guardrails, or cause the artificial intelligence (“AI”) to produce harmful output; and (j) you shall not solicit, recruit, or contract with any Coach outside the Online Services for substantially similar services during your use of the Online Services and for twelve (12) months thereafter. Any future release, update or other addition to the Online Services will be subject to these Terms of Use. Prospectus, its affiliates, partners, suppliers and service providers reserve all rights not granted in these Terms of Use. Any unauthorized use of any Online Services terminates the licenses granted by Prospectus pursuant to these Terms of Use.
e. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Online Services, such as a mobile device in the case of the App. You are solely responsible for any fees incurred in the use of the Online Services.
4. AI-BASED SERVICES.
a. Nature of Services and Third-Party Reliance. Prospectus provides Online Services based on generative artificial intelligence (“AI-Based Services”) offered by third-party providers. The AI-Based Services may rely on a variety of data sources to operate and improve, which may include Prospectus content, data from your use of the Online Services, content licensed from third parties, and content that is publicly available. Because the AI-Based Services rely on statistical patterns and third-party systems, they may sometimes provide responses that do not reflect the views of Prospectus, fail to carry out the requested action, or take a different action than you intended. You acknowledge that Prospectus has no control over, and assumes no responsibility for any errors, defects, or malfunctions that may arise from such third-party generative AI systems.
b. Accuracy of Output and Safety Disclaimer. Due to the technical nature of generative AI, the AI-Based Services may generate Output(s) that are incomplete, inaccurate, inappropriate, or that do not reflect Prospectus’s position. In some cases, such Output could potentially lead to adverse career, financial, or other impact, including loss of employment opportunity, missed deadlines, inappropriate self-disclosure, or other harm. The AI-Based Service’s knowledge base does not necessarily reflect real-time events, the most current public information, or current prices, promotions, or feature availability. Any recommendations, reminders, or offers may omit other options and may not reflect the latest information. Prospectus does not guarantee the truthfulness, completeness, integrity, accuracy, appropriateness, or safety of any Output generated by AI-Based Services.
i. USER RESPONSIBILITY: You acknowledge these risks and agree that it is your sole responsibility to independently verify and exercise your own judgment and caution to assess the truthfulness, completeness, accuracy, appropriateness, and safety of any Output before relying on it or using it.
ii. COACH REVIEW: AI Output is not a substitute for professional human judgment. Coaches may use AI Output as a starting point, but Coaches are responsible for their own professional judgment in any session. You should not rely on AI Output as a substitute for a Coach session or for licensed professional advice.
iii. VOICE INPUT ACCURACY: Speech-to-text transcription and voice-derived Output may be inaccurate or misinterpret your statements. You should review transcripts and any Output derived from voice input before relying or acting on them, including content used in your Career Snapshot, Action Plan, or interactions with Prospi.
c. No Professional Advice and Prohibited Conduct. Output generated by the AI-Based Services is for informational purposes only and does not constitute professional advice (including medical, legal, or financial advice). i. CAREER AND EMPLOYMENT GUIDANCE: Prospectus’s AI-Based Services may provide recommendations, estimates, or guidance related to career paths, job matches, skill assessments, salary ranges, market conditions, resume content, interview preparation, and Action Plan steps. Such Output is AI-generated and may be inaccurate, incomplete, outdated, biased, or not tailored to your specific circumstances. Salary ranges, hiring timelines, market demand signals, and job-match scores are estimates only. The AI-Based Services are not a substitute for professional judgment, licensed career counseling, legal advice regarding employment matters, or financial planning. ii. PROHIBITED REPRESENTATIONS: You agree not to claim that AI-generated content is human-generated information or represents an authoritative original source. iii. PROHIBITED CONDUCT: You are strictly prohibited from using the AI-Based Services to create, generate, or distribute content that is false, inaccurate, misleading, deceptive, defamatory, infringing, or likely to cause confusion.
d. Voice Recognition and Privacy Compliance. The Online Services include optional voice-input functionality (including the voice intake flow used to create your Career Snapshot and voice interactions with Prospi). When you use voice features, the Online Services may record, transmit, transcribe, and analyze your voice utterances and any audio captured by your device’s microphone in order to provide and improve the AI-Based Services. Depending on the environment in which a product with voice recognition functionality is used, the voices and utterances of third parties (including family members, guests, children, and bystanders) in the vicinity may be recorded and analyzed to provide the AI-Based Services. i. CONSENT REQUIREMENT: You acknowledge and agree that it is your sole responsibility to obtain all necessary consents from any third parties whose voices may be incidentally captured by your device’s microphone, in compliance with applicable wiretapping, eavesdropping, and privacy laws. If anyone does not consent, you should disable the microphone or refrain from using voice features. Prospectus disclaims any liability for your failure to obtain such consent or provide such notification. ii. VOICE DATA HANDLING: Voice recordings and transcripts are treated as User Content under Section 9 and are subject to the limitations on use, sale, and third-party model training described therein. Voice data may be processed by Prospectus’s third-party speech-to-text and AI providers as described in the Privacy Policy.
e. Detection of Non-essential Data. Prospectus includes safety features designed to detect when you have supplied information that is not required to develop the intended Online Services Output and will supply Users with a weblink and/or telephone number to reach their Sponsor’s provided Employee Assistance Program (“EAP”) resources if made available to Prospectus by Sponsor, the 988 Suicide and Crisis Lifeline, or other known emergency or non-emergency services telephone numbers and/or weblinks. These detection features and provision of weblinks and/or telephone numbers are provided solely for a User’s convenience. If you require access to any other available resources not related to the Online Services, do not rely on Prospectus for assistance and do not rely on the accuracy of the telephone numbers or weblinks supplied in every instance as each may be Sponsor or geographically limited. Instead, contact your Sponsor’s or your known EAP, or any publicly available emergency or non-emergency services group directly.
5. COMMUNICATIONS FROM PROSPECTUS.
By Using the Online Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: (a) operational communications concerning your Prospectus Account or the use of the Online Services; (b) updates concerning new and existing features on the Online Services; (c) communications concerning promotions run by us or our third-party partners and news concerning Prospectus. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.
Push notifications may include reminders for Action Plan steps, Coach session reminders, and Prospi check-ins. You may disable push notifications in your device settings, but doing so may have an impact on the functionality of the Online Services.
6. REGISTRATION.
a. Registering an Account. In order to access certain features of the Online Services, you will be required to register an account on or through the Services (“Prospectus Account”).
b. Registration Data. When you register a Prospectus Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Online Services (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Prospectus Account. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Prospectus has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete, Prospectus has the right to suspend or terminate your Prospectus Account and refuse any and all current or future use of the Online Services (or any portion thereof). You agree not to create a Prospectus Account using a false identity or information. You agree not to create a Prospectus Account or use the Online Services if you have been previously removed or banned by Prospectus. You represent that, if accessing the Online Services through a Sponsor, you are authorized by your Sponsor to do so.
7. TERMS OF PURCHASE.
8. INTELLECTUAL PROPERTY RIGHTS.
a. Prospectus Content and Ownership. You agree that you have no rights, title or interests in the Online Services, including but not limited to, any information graphics, logos, text, editorials, reviews, computer code, themes, objects, concepts, artwork, animations, sounds, audiovisual effects, methods of operation, moral rights, documentation, and software (collectively, “Content”). You may have limited rights, title or interests to your User Content (defined below). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated into or accompanying the Online Services. Neither you nor anyone acting on your behalf acquire any intellectual property rights or other proprietary rights (including patents, designs, trademarks, copyrights or trade secrets) relating to the Online Services or any premium service or Coach session except as expressly set forth in a written agreement between you and Prospectus.
b. AI-Generated Output and Coach Work Product. Subject to your compliance with these Terms of Use, Prospectus assigns to you any rights it may have in the personalized career guidance, Action Plans, Pathways, and other AI-generated Outputs created specifically for you. Notes, assessments, and written materials prepared by Coaches in connection with your sessions (“Coach Work Product”) are licensed to you for personal, non-commercial use. Coaches retain rights in their methodologies, frameworks, and templates. You acknowledge that Output is generated probabilistically, may be similar to output generated for other Users, is not legal, medical, mental health, financial, or tax advice, and should be independently verified before action.
9. USER CONTENT.
a. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Prospectus through its suggestion, feedback, reviews, or similar pages (“Feedback”) is at your own risk and that Prospectus has no obligations, including obligations of confidentiality, with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Prospectus a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, for any purpose, including without limitation in connection with the operation and maintenance of the Services and/or Prospectus’s business.
b. User Content and License Grant. By submitting any information to Prospectus or through the Online Services (“User Content”), including resume content, employment history, self-reported career goals, skills, assessments, session inputs, verbal and written content captured via the App, such as resume uploads, document scans, responses to questionnaires, and text inputs, verbal and written communications with Prospi or Coaches, and any other materials you upload, post, or transmit, you grant Prospectus a worldwide, non-exclusive, transferable, royalty-free, sublicensable, solely to Prospectus’s service providers, processors, and Coaches as necessary to provide the Online Services, license to collect, host, store, reproduce, modify, adapt, publish, translate, publicly perform, transmit, display, create derivative works and otherwise exploit User Content solely for the following purposes: (i) providing the Online Services to you; (ii) providing aggregated, de-identified analytics and reporting to your Sponsor and us; (iii) facilitating sessions with and assignments of Coaches; (iv) operating, securing, maintaining, and improving the Online Services, including improving Prospectus’s proprietary models and prompts; and (v) complying with applicable law and these Terms of Use. This license terminates when you delete your User Content or close your Account, except to the extent that (A) Prospectus is required to retain User Content to comply with applicable law, (B) User Content has been shared with Prospectus’s processors or sub-processors, or a Coach in the ordinary course of providing the Online Services, or (C) User Content has been incorporated into aggregated, de-identified data sets that no longer identify you and that cannot be reasonably adapted to identify you.
d. Your Representations. By submitting User Content, you represent and warrant that: (i) you own or otherwise have all rights necessary to submit the User Content and to grant the license in Section 9(b); (ii) the User Content does not violate or infringe the rights of any third party, including intellectual property, privacy, or publicity rights; (iii) the User Content complies with applicable laws, rules, and regulations, including any obligations you have to current or former employers regarding confidential or proprietary information; and (iv) the User Content does not contain any material that is unlawful, harassing, defamatory, or otherwise prohibited by these Terms of Use. You acknowledge that Prospectus has no obligation to verify the accuracy or legitimacy of User Content, and you are solely responsible for the consequences of submitting User Content that violates the foregoing representations.
e. Public Areas. You acknowledge that Prospectus has no obligation to pre-screen Content or User Content. However, Prospectus reserves the right in its sole discretion to pre-screen, refuse, or remove any Content or User Content. By entering into these Terms of Use, you hereby provide your irrevocable consent to Prospectus monitoring User Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content, including without limitation in-app chat, text, or voice communications. In the event that Prospectus pre-screens, refuses, or removes any Content or User Content, you acknowledge that Prospectus will do so for Prospectus’s benefit, not yours.
f. Prospectus’s Limited Rights. Prospectus has the right, but not the obligation, to monitor, review, refuse, remove, or restrict access to any User Content that, in Prospectus’s reasonable judgment, violates these Terms of Use, applicable law, or the rights of any third party, or that creates risk to Prospectus, its Users, or Coaches. Prospectus has no obligation to pre-screen User Content. Any monitoring or removal is performed for Prospectus’s benefit, including for safety, security, abuse prevention, and legal compliance, and does not waive or reduce your responsibility for User Content. Notwithstanding the foregoing, Prospectus’s monitoring rights do not authorize Prospectus to use User Content for purposes outside the scope of the license granted in Section 9(b).
g. Backup and Retention. You are responsible for maintaining your own backups of User Content. Prospectus will retain User Content as described in the Privacy Policy and will use commercially reasonable efforts to maintain the integrity and availability of User Content but does not guarantee against loss, corruption, or unauthorized access. Upon termination of your Account, Prospectus will delete or de-identify User Content within a reasonable period as described in the Privacy Policy, except as required to comply with applicable law, to defend legal claims, or as intentionally retained in aggregated, de-identified form which you agree is permitted.
h. Confidentiality of Coaching Sessions. Communications with Coaches conducted through the Online Services are subject to confidentiality obligations described in the Coach Code of Conduct. Notwithstanding any other provision, Prospectus may access Coach session content only as necessary to (i) deliver the Online Services, (ii) respond to safety or duty-of-care concerns described in Section 4(e), (iii) investigate violations of these Terms of Use or the Coach Code of Conduct, or (iv) comply with applicable law.
10. DIGITAL MILLENNIUM COPYRIGHT ACT.
If you believe your copyright-protected materials or other intellectual property have been posted on any of Prospectus’s websites without your authorization, please contact us.
11. THIRD-PARTY SERVICES.
a. Third-party Services. We collaborate with global business partners to provide useful content via the Online Services. The Online Services may include Content, such as information, links, and advertisements, products, services, apps, and other materials provided by a third party, each a “Third-party Service.” When you click on a link to a Third-Party Service, we will not warn you that you have left the Online Services and are subject to the terms and conditions, including privacy policies, of another website or destination. Third-party Services are not under the control of Prospectus. Prospectus is not responsible for any Third-party Services; provides these Third-Party Services only as a convenience; and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any premium service or Coach session provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Online Services, the Terms of Use and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
b. Human Coaches. Coaches are independent contractors, not employees or agents of Prospectus. Prospectus facilitates scheduling, payment, and session delivery but does not direct the substance of coaching. Prospectus screens Coaches for credentials and experience but does not guarantee any specific Coach’s qualifications, availability, or performance. Coach availability is subject to scheduling, geography, and capacity, and Prospectus may substitute Coaches at its discretion. Any advice, recommendations, or statements made by a Coach are the Coach’s own and not those of Prospectus. Coaches do not provide legal, medical, mental health, financial, or tax advice; if you require such advice, consult a licensed professional.
c. No Outcome Guarantee. Prospectus does not guarantee or promise any specific career outcome, job placement, salary, interview, offer, or timeline from use of the Online Services or interactions with any Coach. Actual outcomes vary based on factors beyond Prospectus’s control, including labor market conditions and your individual circumstances.
12. RELEASE.
You hereby release Prospectus and its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, licensors, and Coaches, each a “Company Party” and collectively the “Company Parties,” and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Online Services, including but not limited to, any interactions with or conduct of other Users or Third-party Services or websites of any kind arising in connection with or as a result of the Terms of Use or your use of any Online Services or purchase of any premium service or Coach session, your interactions with any Coach, including the substance, accuracy, or outcome of coaching sessions; any reliance on AI Output; and any career, employment, financial, or personal decisions you make in reliance on AI Output or coaching. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR RULE IN YOUR JURISDICTION, WHICH STATES IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for a Company Party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Online Services. Nothing in this Section limits Prospectus’s duty-of-care obligations regarding detection of Non-essential Data and providing access information for an available Employee Assistance Program or other provided emergency or non-emergency services telephone numbers or weblinks as described in Section 4(e).
13. COMPLAINTS.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
14. ENFORCEMENT.
15. INDEMNIFICATION.
You agree to indemnify and hold Company Parties harmless from any losses, costs, liabilities and expenses, including reasonable attorneys’ fees, relating to or arising out of any and all of the following: (a) your User Content; (b) your use of, or inability to use, any Online Service; (c) your use or reliance on the AI-Based Services; (d) your violation of these Terms of Use; (e) your violation of any rights of another party, including any other Users; (f) your violation of any applicable laws, rules or regulations; or (g) your conduct toward any Coach, including harassment, discrimination, off-platform solicitation in breach of Section 3(d)(j), or breach of the Coach Code of Conduct. Prospectus reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Prospectus in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Online Services. You agree that the provisions in this section will survive any termination of your Prospectus Account, these Terms of Use and/or your access to the Online Services.
16. WARRANTY AND DISCLAIMERS.
a. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE ONLINE SERVICES IS AT YOUR SOLE RISK, AND THE ONLINE SERVICES, THE AI-BASED SERVICES AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ADDITIONAL GUARANTEES, INCLUDING FOR ACCURACY, COMPLETENESS, OR SUITABILITY FOR ANY PARTICULAR PURPOSE. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE AND NON-INFRINGEMENT ARISING FROM USE OF THE ONLINE SERVICES OR PREMIUM SERVICES OR HUMAN COACH SESSIONS ENABLED THEREBY.
b. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE ONLINE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
c. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE ONLINE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM, MOBILE DEVICE, AND ANY OTHER DEVICE YOU USE TO ACCESS THE ONLINE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
d. THE ONLINE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO ANY ONLINE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE ONLINE SERVICES. PROSPECTUS FURTHER DOES NOT WARRANT THAT THE AI-BASED SERVICE WILL ALWAYS BE CURRENT, UNINTERRUPTED, TIMELY, SECURE, SAFE, OR ERROR-FREE OR THAT VOICE RECOGNITION WILL WORK IN ALL ENVIRONMENTS, RECOGNIZE ACCENTS, OR ANY OTHER CONDITIONS. PROSPECTUS DOES NOT WARRANT OR REPRESENT THAT ANY OUTPUT PROVIDED BY THE AI-BASED SERVICE WILL BE FREE FROM BIAS, HALLUCINATIONS, OR UNINTENDED RESULTS. PROSPECTUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROSPECTUS DOES NOT WARRANT THAT THE AI-BASED SERVICES WILL BE UNINTERRUPTED OR FREE OF HARMFUL COMPONENTS.
e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROSPECTUS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. f. FROM TIME TO TIME, PROSPECTUS MAY OFFER NEW “BETA” FEATURES, TOOLS OR SERVICES WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT PROSPECTUS’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES, TOOLS, OR SERVICES. g. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES OR SERVICES SUCH AS PROSPECTUS’S PAYMENT PROCESSOR(S), AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. h. YOU UNDERSTAND AND AGREE THAT WHEN YOU PURCHASE A PREMIUM SERVICE OR COACH SESSION, YOU ARE NOT PURCHASING THE APP. THE APP IS A SERVICE THAT WE PROVIDE FREE OF CHARGE TO USERS, AND WITHOUT WARRANTY OF ANY KIND. i. COACH SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ADDITIONAL GUARANTEES, INCLUDING ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SUITABILITY, OUTCOMES, OR RESULTS OF COACHING. COMPANY PARTIES DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE AND NON-INFRINGEMENT ARISING FROM THE COACHING SESSION. NO COACHING SESSION, ASSESSMENT, OR RECOMMENDATION CONSTITUTES A GUARANTEE OF EMPLOYMENT, INTERVIEW, OFFER, OR ANY SPECIFIC CAREER RESULT.
17. LIMITATION OF LIABILITY.
a. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PROSPECTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE ONLINE SERVICES, OR ANY COMMUNICATIONS OR INTERACTIONS WITH COACHES OR OTHER USERS OF THE ONLINE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE, INABILITY TO USE, OR RELIANCE ON ANY ONLINE SERVICES, AI-BASED SERVICES OR OUTPUT; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE ONLINE SERVICES, AI-BASED SERVICES OR OUTPUT; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE ONLINE SERVICES, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY REVIEWS; (e) YOUR FAILURE TO EXERCISE THE CAUTION DESCRIBED HEREIN; (f) ANY ILLNESS, INJURY, OR HARM CAUSED BY RELIANCE ON AN AI-BASED SERVICE; (g) YOUR VIOLATION OF THESE TERMS OF USE; OR (h) ANY OTHER MATTER RELATED TO THE ONLINE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (ii) FOR ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
b. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) ONE HUNDRED DOLLARS ($100); (b) THE AMOUNT PAID BY YOU FOR THE SPECIFIC COACH SESSION(S) OR PREMIUM SERVICE GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE CLAIM; (c) THE AMOUNT PAID BY YOUR SPONSOR ON YOUR BEHALF FOR THE ONLINE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (d) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. c. Exclusion of Damages. Please note that some jurisdictions do not allow the exclusion or limitation of implied warranties, terms or conditions or the limitation of incidental or consequential damages so the above limitations and exclusions may be limited in their application to you. For further information about your statutory rights, please contact your local authority, trading standards department, citizens’ advice bureau or equivalent. d. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROSPECTUS AND YOU.
18. TERM, TERMINATION, AND SURVIVAL.
a. Term. The term of this agreement, these Terms of Use, commences on the earlier to occur of (a) the date you first used the Online Services or (b) the date you otherwise accepted these Terms of Use, and will remain in full force and effect while you use any Online Services, unless earlier terminated in accordance with these Terms of Use.
b. Termination of Services by Prospectus. We may suspend or delete your accounts in the event you have multiple accounts for our Service under a single email address or for necessary business reasons. If we suspend or delete your accounts, we will try to notify you at least 30 days before suspension or deletion at the email address registered on your account. In the above mentioned events, we may terminate our Service with the suspended or deleted account. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms of Use, or if Company is required to do so by law, Prospectus has the right in its sole discretion to immediately, and without notice, suspend or terminate the Online Services. You agree that Prospectus will not be liable to you or any third party for any termination of your Prospectus Account. Your access will also terminate automatically upon termination or expiration of your Sponsor’s agreement with Prospectus, or upon expiration of the benefit period defined by your Sponsor. Prospectus may suspend or terminate your access to Coaches without affecting your access to AI-powered Online Services, including for non-payment, repeated no-shows, breach of the Coach Code of Conduct, or Coach unavailability. Unused prepaid Coach sessions may expire as described in the Terms of Purchase.
c. Termination of Services by You. If you want to terminate the Services provided by Prospectus, you may do so by terminating the specific Services or by closing your Prospectus Account for all of the Online Services that you use. Termination of a specific Service will only result in the cessation of that Service, and the Prospectus Account remains in effect unless all of the Services are terminated. ANY SUBSCRIPTIONS WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION.
d. Effect of Termination. Upon termination of any Online Service, your right to use such Service will automatically terminate immediately. Termination of all Services may also include deletion of some or all related information, files and Content and/or User Content associated with or inside your Prospectus Account. Prospectus will not have any liability whatsoever to you for any suspension or termination of your access to the Online Services. e. Survival. Certain provisions of these Terms of Use will survive termination, including: Sections 4, 5, 7, 8, 9, 11, 12, 14, 15, 16, 17, 18, 20, 21, 22, and 23.
19. INTERNATIONAL USERS.
The Online Services can be accessed from countries around the world and may contain references to Services, features and Content that are not available in your country. These references do not imply that Prospectus intends to announce such Services, features or Content in your country. The Online Services are controlled and offered by Prospectus from its facilities in the United States of America (the “US”) and are only intended for users in the US. Prospectus makes no representations that the Services are appropriate or available for use in other locations, and if you access or use any Online Services from other countries you do so at your own volition and are responsible for compliance with local law.
20. DISPUTE RESOLUTION.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires Users to arbitrate disputes with Prospectus and limits the manner in which you can seek relief from us.
b. Dispute Resolution Provisions Applicable to All Users. i. Time to Sue. Neither Party may bring any Action more than one year after the cause of action has arisen, or if the Action relates to multiple similar events, more than one year from the date the first such event occurred. ii. CLASS ACTION AND JURY WAIVER. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, MASS ACTION, GROUP ACTION, REPRESENTATIVE ACTION, AND/OR COLLECTIVE ACTION IN ANY DISPUTE. EACH PARTY MAY PROCEED AS TO ANY DISPUTE ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, MASS ACTION, GROUP ACTION, REPRESENTATIVE ACTION, AND/OR COLLECTIVE ACTION. iii. Applicable Law. These Terms of Use and your use of the Online Services are governed by, construed and enforced in accordance with the internal substantive laws of the State of Delaware, United States, regardless of the State’s conflict of laws provisions. However, any question as to whether a Dispute is a Covered Dispute and/or whether a Dispute is subject to the Mandatory Dispute Resolution Provisions for U.S. Users is to be decided by applying the provisions of the Federal Arbitration Act, Title 9 of the U.S. Code (“FAA”). iv. Choice of Venue. For any Action allowed to proceed in court, or to enforce the terms of this Agreement, the Parties agree to exclusive personal jurisdiction and venue in the State courts of the State of Delaware or the United States District Court for the District of Delaware.
v. Informal Dispute Resolution Required. Before initiating an Arbitration or any other type of adversary proceeding, the Parties agree to use their best efforts to settle any Dispute or Covered Dispute directly through consultation and good faith negotiations according to the following process, which shall be a precondition to either Party initiating an Arbitration. 1) If you have a Dispute or Covered Dispute with us, you must send an individualized, written notice describing the Dispute or Covered Dispute to us at Prospectus AI, Inc., Attn: Legal Department — 5150 Great America Parkway, Santa Clara, CA 95054. If we have a Covered Dispute with you, we will send a written notice to you using the contact information we have for you. 2) Promptly following receipt of such notice, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Dispute or Covered Dispute covered by this Agreement. 3) If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference personally. Likewise, if we are represented by counsel, our counsel may participate in the conference as well, but we agree to have a company representative fully participate in the conference. 4) The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the Informal Dispute Resolution Process required by this Section. 5) If the Dispute or Covered Dispute is not resolved within 60 days of the opposing Party receiving the notice, then either you or we may proceed in accordance with the below Mandatory Dispute Resolution Provisions. 6) Failure to complete the Informal Dispute Resolution Process is grounds for dismissal of any Arbitration, described below. 7) If a Party brings an Arbitration as described below without following the Informal Dispute Resolution Process, it is grounds for dismissal, and such Party is required to pay any reasonable costs and fees of the other Party.
c. Mandatory Dispute Resolution Provisions for U.S. Users. i. Agreement to Arbitrate Covered Disputes. Any Covered Dispute that the Parties cannot resolve through the Informal Dispute Resolution Process must be brought on an individual basis and will be resolved exclusively by final and binding arbitration before an arbitrator mutually selected by the Parties. The Arbitrator must have experience with the subject matter of the Dispute, and be a former federal or state court judge, unless the Parties mutually agree otherwise in which case the Parties will meet and confer in good faith to select an arbitrator. For purposes of this Section, good-faith meet-and-confer efforts require that each party propose at least three arbitrators who meet the qualifications described in these Terms of Use. If, after 60 days of good faith meet and confer efforts, the Parties are unable to agree on an arbitrator, either Party may petition the State courts of the State of Delaware or the United States District Court for the District of Delaware to appoint an arbitrator meeting the requirements herein from the arbitrators proposed by the Parties. ii. Rules Selection. The Arbitration shall be administered pursuant to JAMS’ Streamlined Arbitration Rules and Procedures or other comparable rules to which the parties agree. The selection of JAMS rules does not mean that JAMS will administer the Arbitration or appoint the Arbitrator. iii. Conduct of Arbitration. The Arbitration shall be conducted via electronic or telephonic means. If the Party seeking Arbitration fails to appear at the administrative conference regardless of whether such Party’s counsel attends, the Arbitrator will administratively close the Arbitration proceeding without prejudice, unless such Party shows good cause as to why they were not able to attend the conference. v. No Opt-Out Rights. You do not have the right to opt out of the Dispute Resolution section. Rather, your sole remedy if you do not accept these Terms of Use, including this Dispute Resolution section, is to stop using the Online Services and to terminate your account. v. Prospectus’s Right To Terminate Mandatory Dispute Resolution Program. At any time, Prospectus may terminate its agreement to Section 20.c. That termination will not affect any Action that has already been initiated. vi. Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Prospectus.
21. APPS DOWNLOADED FROM THIRD-PARTY APP STORES.
a. App Stores. You acknowledge and agree that the availability of the App and the Online Services enabled thereby is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play, each an “App Store.” You acknowledge that these Terms of Use are between you and Prospectus and not with the App Store. Prospectus, not the App Store, is solely responsible for the Online Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto, such as product liability, legal compliance or intellectual property infringement. In order to use the App, you must have access to a wireless network, and you agree that you are solely responsible for any and all fees associated with such access. You also agree to pay all fees, if any, charged by the App Store in connection with your use of any Online Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any of the Online Services, including the App. You acknowledge that the App Store and its subsidiaries are third-party beneficiaries of these Terms of Use and will have the right to enforce it.
b. Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: i. You acknowledge and agree that these Terms of Use are concluded between you and Prospectus only, and not Apple, and that Prospectus, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. ii. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. iii. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Prospectus and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Prospectus. iv. As between Prospectus and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of that App Store Sourced Application, including product liability claims, claims that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation. v. In the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Prospectus and Apple, Prospectus, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. vi. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Use as related to your license of the App Store Sourced Application, and, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right to enforce these Terms of Use as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. vii. Without limiting any other terms of these Terms of Use, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
22. MISCELLANEOUS.
a. Electronic Communications. The communications between you and Prospectus may take place via electronic means, whether you visit the Services or send Prospectus e-mails, or whether Prospectus posts notices on or through any Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Prospectus in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Prospectus provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). b. Assignment. These Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Prospectus’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. c. Force Majeure. Prospectus shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. d. Severability. If any provision of these Terms of Use is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein. e. Applicability. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS OF USE. f. Notice. Where Prospectus requires that you provide an e-mail address, you are responsible for providing Prospectus with your most current e-mail address. In the event that the last e-mail address you provided to Prospectus is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms of Use, Prospectus’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Prospectus at the following address: Prospectus AI, Inc., Attention: Legal Department, 5150 Great America Parkway, Santa Clara, CA 95054. Such notice shall be deemed given when received by Prospectus by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. g. Waiver. Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. h. Export Control. You may not use, export, import, or transfer any Services or Online Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained such Services or Online Services, and any other applicable laws. In particular, but without limitation, the Services and Online Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that the Online Services, services or technology provided by Prospectus are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Prospectus Online Services, services or technology, either directly or indirectly, to any country in violation of these laws and regulations. i. Entire Agreement. THESE TERMS OF USE CONSTITUTE THE FINAL, COMPLETE AND EXCLUSIVE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND MERGES ALL PRIOR DISCUSSIONS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY PURCHASE OF PREMIUM SERVICES OR COACH SESSIONS USING THE ONLINE SERVICES, THE TERMS OF PURCHASE ARE DEEMED INCORPORATED INTO THE TERMS OF USE AND IN THE EVENT OF AN INCONSISTENCY BETWEEN THE TERMS OF USE AND THE TERMS OF PURCHASE, THE TERMS OF PURCHASE WILL CONTROL.
23. COACH CODE OF CONDUCT.
Your use of Coach services is subject to the Prospectus Coach Code of Conduct, which prohibits, without limitation: (a) recording sessions without the Coach’s prior written consent; (b) harassment, discrimination, or abusive behavior; (c) soliciting or contracting with Coaches outside the Online Services in breach of Section 3(d)(j); (d) sharing session content publicly in a manner that identifies the Coach without consent; and (e) requesting services outside the scope of career coaching, including legal, medical, mental health, financial, or tax advice. Coaches are subject to a parallel code of conduct, including confidentiality of session content. Violation of the Code of Conduct may result in suspension or termination of access without refund.
24. CONTACTING PROSPECTUS.
Should you have any issues or questions regarding the Online Services, please contact us below.
Privacy-related questions: PROSPECTUS AI, INC, 5150 Great America Parkway, Santa Clara, CA 95054.