Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Prediction Lab, LLC ("Prediction Lab," "we," "us," or "our"), a Delaware limited liability company. These Terms govern your access to and use of our website at www.predictionlab.ai (the "Website"), our desktop application (the "Desktop Application"), and our cloud-based predictive modeling services (the "Cloud Services," and together with the Website and Desktop Application, the "Services").

By accessing or using the Services, clicking "I Accept," or downloading the Desktop Application, you agree to be bound by these Terms and the documents incorporated by reference. If you do not agree, you may not use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to that organization.

1. Definitions

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means more than 50% ownership interest.

"Customer Data" means data, information, or materials submitted by or on behalf of you or your users to the Services, excluding Feedback.

"Documentation" means the usage manuals and instructional materials for the Services made available by us.

"Fees" means the amounts specified in an Order or our published pricing.

"Order" means an order form, online subscription, or similar document specifying the Services, Subscription Term, and Fees.

"Subscription Term" means the period during which you have the right to access and use paid Services as specified in your Order.

2. Changes to Terms

We may modify these Terms from time to time. For material changes, we will update the "Last Revised" date and notify you by email or through the Services at least 30 days before the changes take effect. Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Services.

3. Eligibility and Account Registration

3.1 Eligibility. To use the Services, you must be at least 18 years old (or age of majority in your jurisdiction), have legal capacity to enter into a binding agreement, and not be prohibited from using the Services under applicable law.

3.2 Account Creation. You agree to provide accurate, current, and complete information; maintain and update your account information; keep credentials secure and confidential; and immediately notify us of unauthorized use.

3.3 Account Responsibilities. You are responsible for all activities under your account and for all users' compliance with these Terms. You may not share credentials or allow unauthorized access.

4. Description of Services

4.1 Cloud Services. Our Cloud Services provide predictive modeling and analytics capabilities. Deployment options are described in our Shared Responsibility Model.

4.2 Desktop Application. The Desktop Application operates in Local Mode (all data stored locally, no internet required) or Cloud Mode (data synchronized with Cloud Services).

4.3 Service Modifications. We may modify features of the Services but will not materially reduce general functionality during your Subscription Term. For material changes that negatively affect your use, we will provide 30 days advance notice, and you may terminate and receive a pro-rata refund.

4.4 Beta Products. Beta Products are provided "AS IS" without warranty and may be modified or discontinued at any time.

5. License Grants

5.1 Cloud Services License. Subject to compliance with these Terms and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Cloud Services during your Subscription Term for internal business purposes.

5.2 Desktop Application License. Subject to compliance with these Terms and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Desktop Application on devices you own or control; copy Documentation as needed; and make reasonable backup copies.

5.3 License Restrictions. You may not (and may not allow anyone else to): sublicense, sell, transfer, or distribute the Services; modify or create derivative works; reverse engineer or derive source code (except where law prohibits this restriction); access to build a competitive product; remove proprietary notices; circumvent security mechanisms; or use with High Risk Activities (as defined in the Acceptable Use Policy).

5.4 Per-User Licensing. The Services are licensed per user. Each user must have a unique account. Licenses may only be reassigned to a new user when the original user no longer requires access.

6. Acceptable Use

Your use is subject to our Acceptable Use Policy, incorporated by reference. We may suspend access if you breach the Acceptable Use Policy or use the Services in a way that materially impacts the Services or others. We will try to inform you before suspension when practical.

7. Fees and Payment

7.1 Fees. You agree to pay all Fees as specified in your Order or published pricing. All Fees are in U.S. dollars and exclusive of taxes unless specified. Except for pro-rata refunds permitted under these Terms, Fees are non-refundable.

7.2 Payment Terms. Unless otherwise agreed, Fees are due in advance for each Subscription Term, payment is due within 30 days of invoice, and we may charge interest on late payments at 1.5% per month or the maximum legal rate.

7.3 Taxes. You are responsible for all applicable taxes, duties, and levies, except our income taxes.

7.4 Price Changes. Price changes take effect on your next renewal with at least 30 days notice.

7.5 Free Trials. Trial limitations will be specified at signup. We may terminate trials at any time. Data created during trials may be deleted unless you convert to a paid subscription.

8. Customer Data

8.1 Ownership. You retain all right, title, and interest in Customer Data. We do not claim ownership of Customer Data.

8.2 License to Customer Data. You grant us a limited, worldwide, royalty-free license to host, store, copy, display, transmit, modify, and process Customer Data solely as necessary to provide the Services.

8.3 Responsibility. You represent that you have all rights necessary to submit Customer Data and allow its use as described. You are responsible for the accuracy, quality, legality, and means of acquisition of Customer Data.

8.4 Data Processing. Our processing of Customer Data containing Personal Data is governed by our Data Processing Addendum.

8.5 Data Portability. You may export Customer Data at any time using our export tools.

8.6 Prohibited Data. You may not submit without written authorization: protected health information (HIPAA); payment card data (PCI-DSS); government identification numbers in bulk; or special categories of data (GDPR) unless covered by our Data Processing Addendum.

9. Artificial Intelligence

9.1 AI Features. The Services include: (a) predictive modeling features—statistical and machine learning models you create using your data; and (b) optional AI assistant features—LLM-powered capabilities to help you interact with the Services.

9.2 Customer Data and AI Training. We do not use Customer Data to train, fine-tune, or improve any AI models. Customer Data is processed solely to provide the Services and is never shared across customers.

9.3 AI Assistant Configuration. AI assistant features operate on a Bring Your Own Key (BYOK) model. When using BYOK, data transmitted to your AI provider is governed by your agreement with that provider.

9.4 AI Disclaimer. AI-generated content may be inaccurate or incomplete. AI features are tools to assist your work, not substitutes for professional judgment. You are responsible for reviewing and validating all AI-assisted outputs.

10. Intellectual Property

10.1 Our IP. Except for licenses in Section 5, we retain all right, title, and interest in the Services, including software, algorithms, interfaces, APIs, and Documentation.

10.2 Feedback. If you provide suggestions or feedback about the Services, you provide it "AS IS" and we may use it freely without restriction or obligation.

10.3 Usage Data. We may collect, analyze, and use de-identified, aggregated usage data to maintain, improve, and promote our products.

10.4 Trademarks. "Prediction Lab," our logo, and related marks are our trademarks. You may not use them without prior written consent except to refer to our company and Services accurately.

11. Confidentiality

11.1 Definition. "Confidential Information" means information disclosed by a party that is identified as confidential or should reasonably be understood as confidential due to its nature. Confidential Information includes these Terms, Order information, Customer Data, and non-public information about the Services.

11.2 Exclusions. Confidential Information does not include information that: was known before disclosure without confidentiality obligation; is or becomes publicly known through no fault of the receiving party; is received from someone authorized to disclose it; or is independently developed.

11.3 Obligations. Except as authorized, the receiving party will not use or disclose the disclosing party's Confidential Information and will protect it using at least reasonable care.

11.4 Required Disclosures. The receiving party may disclose if required by law, provided it gives reasonable advance notice and cooperates with efforts to obtain confidential treatment (unless prohibited by law).

11.5 Duration. Confidentiality obligations continue for 3 years after disclosure, except trade secrets remain protected indefinitely.

12. Service Levels and Support

12.1 SLA. For paid Cloud Services, our Service Level Agreement applies. Service credits are your sole and exclusive remedy for SLA failures.

12.2 Support. We provide support as described in our documentation. Standard support hours are Monday–Friday, 9 AM–5 PM Central Time, excluding US federal holidays.

13. Warranties

13.1 Mutual Representations. Each party represents that it has legal power and authority to enter into these Terms and will comply with applicable laws.

13.2 Our Warranty. We warrant that the Services will substantially conform to the Documentation during your Subscription Term. If we breach this warranty, notify us within 45 days. We will attempt to restore conformity within 45 days, or you may terminate and receive a pro-rata refund. This is your exclusive remedy for breach of this warranty.

13.3 Disclaimer. EXCEPT FOR WARRANTIES IN THIS SECTION, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Term and Termination

14.1 Term. These Terms take effect when you first access or use the Services and continue until terminated.

14.2 Subscription Term. Subscriptions begin on the date specified in your Order and automatically renew for successive equal terms unless either party provides written non-renewal notice at least 30 days before the current term expires.

14.3 Termination for Cause. Either party may terminate immediately if the other fails to cure a material breach within 30 days of notice, or upon notice if the other materially breaches in a manner that cannot be cured.

14.4 Effect of Termination. Upon termination: you no longer have rights to use the Services; you have 90 days to export Customer Data; after the export period, Customer Data is deleted within 14 days. Data stored locally is not affected.

14.5 Refunds. If you terminate for convenience, no refund. If we terminate for your breach, no refund. If you terminate for our uncured material breach, you receive a pro-rata refund.

14.6 Survival. Provisions that by nature should survive termination (including Sections 5.3, 7 for accrued amounts, 8.1, 9.2, 10, 11, 13.3, 15, 16, 17, and 18) survive termination.

15. Limitation of Liability

15.1 General Cap. Each party's total cumulative liability for all claims arising out of these Terms will not exceed the Fees paid or payable by you in the 12 months immediately before the claim.

15.2 Increased Cap. Each party's liability for breach of Section 11 (Confidentiality) will not exceed 2 times the Fees paid or payable in the 12 months before the claim.

15.3 Damages Waiver. Neither party will be liable for lost profits or revenues (direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages, even if informed of the possibility.

15.4 Exceptions. The caps do not apply to: your obligation to pay Fees; indemnification obligations; fraud or willful misconduct; or liability that cannot be limited by law.

15.5 Basis of the Bargain. THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN.

16. Indemnification

16.1 Our Indemnification. We will defend you against third-party claims that the Cloud Services, when used according to these Terms, infringe intellectual property rights, and indemnify you for resulting damages and reasonable attorneys' fees.

16.2 Your Indemnification. You will defend us against third-party claims that Customer Data infringes intellectual property rights or that result from your breach of License Restrictions, and indemnify us for resulting damages and reasonable attorneys' fees.

16.3 Procedure. Indemnification requires: prompt notice of the claim; reasonable assistance; and sole control over defense and settlement.

16.4 Mitigation. If required by settlement or court order, we may: obtain the right for you to continue using the Services; replace or modify the affected component; or if neither is reasonable, terminate and issue a pro-rata refund.

16.5 Exclusions. Our indemnification does not apply to claims resulting from modifications not authorized by us, unauthorized use, or use in combination with items not provided by us.

17. Governing Law and Dispute Resolution

17.1 Governing Law. The laws of Delaware govern these Terms without regard to conflict of laws.

17.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the federal or state courts in Delaware.

17.3 Injunctive Relief. A party may seek injunctive relief in any competent court for breach of confidentiality or intellectual property rights without posting bond.

17.4 Class Action Waiver. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

17.5 Jury Waiver. BOTH PARTIES WAIVE ANY RIGHT TO JURY TRIAL.

18. General Provisions

18.1 Entire Agreement. These Terms are the entire agreement and supersede all prior statements. We reject terms in your purchase orders unless expressly agreed in writing.

18.2 Modifications and Waiver. Waivers or modifications must be in writing. Failure to enforce a term does not waive it.

18.3 Severability. If any term is invalid, the remaining terms remain in effect.

18.4 Assignment. Neither party may assign without prior written consent, except either may assign upon notice in connection with a merger or sale of substantially all assets.

18.5 Notices. Notices must be in writing. Notices to you may be sent to your account email. Notices to us: legal@predictionlab.ai or Prediction Lab, LLC, Attn: Legal, 323 Lovers Ln, Terrell, TX 75160.

18.6 Force Majeure. Neither party is liable for delays or failures caused by unforeseen events outside reasonable control (e.g., natural disasters, war, pandemic, internet failure). This does not excuse your obligation to pay Fees.

18.7 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

18.8 Export Controls. You may not export or re-export the Services in violation of US export laws.

18.9 Government Users. The Services are "commercial items" under FAR 12.212 and DFAR 227.7202.

19. Contact Information

Legal Inquiries: legal@predictionlab.ai

General Support: support@predictionlab.ai

Mailing Address: Prediction Lab, LLC 323 Lovers Ln Terrell, TX 75160 United States

Incorporated Documents