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Terms of Use

These Terms govern access to the PRIZ Guru websites, PRIZ Platform, workspaces, PRIZ Hub community, and AI-assisted features.

Effective:

Last updated:

Please read these Terms carefully. They contain important disclaimers and limitations of liability. Nothing in these Terms limits a right that cannot lawfully be limited.

These Terms of Use (the “Terms”) are a legally binding agreement between PRIZ Guru, Inc. (“PRIZ,” “we,” “us,” or “our”) and the person or organization accessing or using the Service (“you” or “your”).

PRIZ receives only the rights needed to provide, secure, support, and operate the Service.

You keep your content

PRIZ receives only the rights needed to provide, secure, support, and operate the Service.

AI supports people

AI output may be inaccurate. Qualified human review remains necessary before engineering, safety, operational, legal, or business decisions.

Publishing is deliberate

Private workspace content is different from content you choose to publish to PRIZ Hub or otherwise share publicly.

1. Acceptance; customer agreements; order of priority

By clicking an acceptance button, creating an account, signing an order, or accessing or using the Service, you agree to these Terms and acknowledge the PRIZ Guru Privacy Policy. If you do not agree, do not use the Service.

If you use the Service for a company, school, university, government body, or other organization, you represent that you have authority to bind that organization. In that case, “you” includes that organization, which is the “Customer.”

A Customer may have an order form, master subscription agreement, enterprise agreement, data processing addendum, business associate agreement, or other written agreement signed by PRIZ (each, a “Customer Agreement”). If a Customer Agreement conflicts with these Terms, the Customer Agreement controls for that Customer to the extent of the conflict. A Customer’s purchase order or procurement terms do not modify these Terms unless PRIZ expressly agrees in a writing signed by an authorized representative.

Feature-specific notices, plan descriptions, community rules, acceptable-use requirements, and policies presented in the Service are “Additional Terms.” Additional Terms apply to the relevant feature. If Additional Terms conflict with these Terms, the more specific Additional Terms control for that feature, unless a Customer Agreement says otherwise.

2. The Service and key definitions

The “Service” includes priz.guru and related websites; the PRIZ innovation and engineering problem-solving platform at app.priz.guru; workspaces, projects, structured methods, creative tools, collaboration, task and idea management, reporting, and related functionality; PRIZ Hub at hub.priz.guru; support and professional services made available under these Terms; APIs or integrations PRIZ may provide; and AI-assisted functionality.

  • “Authorized User” means an individual whom a Customer permits to use its workspace or subscription.
  • “Customer Content” means data, text, files, messages, technical material, project information, investigation material, and other content submitted to the Service through or for a Customer workspace.
  • “User Content” means Customer Content and any other content a user submits, posts, uploads, publishes, transmits, or otherwise makes available through the Service.
  • “Public Content” means User Content that a user or Customer intentionally publishes to PRIZ Hub or makes available to the public through a publishing or public-sharing function.
  • “AI Features” means features identified as using artificial intelligence, machine learning, or automated generation, analysis, extraction, classification, scoring, suggestion, or assistance, including the AI Assistant, AI-assisted guided facilitation, Shape Investigation, and related tools.
  • “Output” means content generated or suggested by an AI Feature in response to User Content, prompts, workspace context, or user selections. Output may include summaries, structured fields, Problem Candidates, extracted evidence, classifications, questions, scores, hypotheses, research assistance, suggested tools, reports, or proposed actions.

Features, names, availability, limits, and functionality may differ by plan, deployment, Customer Agreement, geography, or release stage.

3. Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Service. The Service is not directed to children. You may not use the Service if you are prohibited from doing so under applicable law, including applicable trade-sanctions or export-control laws.

If a Customer provides your access, your right to use the Service is subject to the Customer’s authorization and control. The Customer is responsible for determining who may use its workspace and for ensuring that its Authorized Users comply with these Terms.

4. Accounts, workspace administration, and access

4.1 Account information and security

You must provide accurate, current information, keep it updated, maintain the confidentiality of your credentials, and use a separate account for each person. You may not share, loan, or transfer credentials. You are responsible for activity under your account to the extent permitted by law. Promptly notify PRIZ at [email protected] or through our contact page if you suspect unauthorized access.

4.2 Workspace administrators

A Customer may designate administrators who can invite or remove users, assign roles, manage permissions and billing, configure features, access or manage Customer Content, set sharing or retention controls, and request workspace export or deletion. You acknowledge that administrators may control your access and content associated with the Customer workspace.

If your organization supplied your account, controls the email domain associated with it, or asks PRIZ to place the account under an organizational workspace, PRIZ may, after reasonable verification, associate the account with that Customer. We will provide notice where reasonably practicable and legally permitted.

4.3 Customer responsibilities

The Customer is responsible for its Authorized Users; workspace configuration; permissions; lawful instructions to PRIZ; notices and consents needed for Customer Content; and evaluating whether the Service is appropriate for its intended use. Customer must not represent that PRIZ has certified, validated, or approved an engineering conclusion, investigation result, safety determination, or regulatory submission unless PRIZ has expressly agreed in writing.

5. Access to and use of the Service

5.1 Limited licence

Subject to these Terms and payment of applicable fees, PRIZ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription or access period for your personal, educational, or internal business purposes, as permitted by your plan or Customer Agreement.

5.2 Plans, limits, and beta features

Plans may include different users, workspaces, storage, AI usage, tools, support levels, collaboration features, security options, deployment models, or other limits. You agree not to circumvent those limits. Preview, beta, early-access, experimental, or free features may be incomplete, change without notice, and be discontinued at any time. Unless a Customer Agreement states otherwise, service-level commitments do not apply to those features.

5.3 Professional services

Training, consulting, facilitation, onboarding, or other professional services are governed by the applicable statement of work or Customer Agreement. Materials supplied in those services remain subject to the ownership and licence terms in the applicable agreement.

6. Fees, subscriptions, and payment

6.1 Plans, charges, usage limits, and taxes

Some features require payment. Current public plan information is available on PRIZ’s Plans & Pricing page; the price, included seats and usage, billing terms, and applicable limits governing your purchase are those presented at checkout or in your Customer Agreement. Paid self-managed subscriptions have one-year terms and are billed in advance. Where stated at checkout, seats for a self-managed team plan are purchased in increments of five.

Plans may impose usage limits, including limits on AI Features. When a hard usage limit is reached, PRIZ may prevent further use of the limited feature until the limit resets, the subscription is upgraded, or additional capacity is purchased where available. PRIZ does not charge an undisclosed usage overage merely because a user attempts to exceed a hard limit. Any separately chargeable usage must be clearly presented and accepted at purchase or stated in a Customer Agreement.

Unless stated otherwise, fees are quoted in U.S. dollars and exclude taxes. You are responsible for applicable taxes other than taxes based on PRIZ’s net income. You authorize PRIZ and its payment processor to charge the payment method you provide for disclosed fees and taxes.

6.2 Self-managed automatic renewal

A paid self-managed subscription automatically renews for successive one-year periods unless you cancel before the renewal charge is processed. You authorize PRIZ and its payment processor to charge the disclosed annual subscription price and taxes to your payment method at each renewal until cancellation. PRIZ sends an email renewal reminder stating the renewal date, amount, and cancellation method. Additional or differently timed notices will be provided where required by applicable law.

6.3 Enterprise subscriptions and paid pilots

Enterprise subscriptions are governed by the applicable Customer Agreement. Unless that agreement expressly provides otherwise, an Enterprise subscription does not renew automatically: PRIZ must receive the required renewal payment while the existing subscription is active, no later than its last day, before PRIZ will renew it. Enterprise invoices are normally due within 14 days unless the Customer Agreement states otherwise. Nonpayment may result in non-renewal, suspension, or cancellation after the applicable notice or cure period.

A paid onboarding pilot is a one-time initiative. It does not automatically renew or by itself commit either party to a subsequent subscription. Any follow-on subscription requires a separate purchase or Customer Agreement.

6.4 Cancellation, refunds, and seat changes

A self-managed subscriber may cancel at any time through the available online billing control or may ask PRIZ to process the cancellation. To prevent the next annual charge, PRIZ must receive the cancellation before the renewal charge is processed. Cancellation is confirmed by email and ordinarily takes effect at the end of the current paid annual term, so access continues through that term. Enterprise Customers may request cancellation by email or another method stated in their Customer Agreement, subject to that agreement.

Fees are generally non-refundable and non-creditable. Cancelling a subscription does not produce a prorated refund for the remaining paid term. PRIZ may issue a manual refund or credit for a duplicate charge, billing error, exceptional circumstance, or case-specific resolution; refunds are also available where required by law or expressly provided in a Customer Agreement.

Newly added seats may take effect immediately and are prorated for the remainder of the current annual term. A seat reduction changes access immediately but does not produce a refund or credit for prepaid charges; the reduced quantity is reflected in the next renewal. Where the applicable self-managed plan sells seats in increments of five, additions and renewal quantities must follow those increments.

6.5 Price changes

PRIZ seeks to avoid changing an existing Customer’s price during a committed term. If PRIZ changes the price of an existing subscription, it ordinarily will provide at least three months’ advance notice by email, the new price will apply no earlier than the next renewal, and the Customer may cancel before that renewal. PRIZ will provide any additional or differently timed notice required by applicable law.

6.6 Billing communications

PRIZ may send transactional billing communications to the account email, billing-contact email, or another address authorized by the Customer. These may include renewal and cancellation notices, paid-invoice receipts, credit notes, payment-failure notices, notices that a saved payment method is approaching expiration, and other messages reasonably necessary to administer the subscription or transaction. PRIZ may use a communications service provider to deliver these messages and may retain delivery, version, retry, and duplicate-prevention records. You and the Customer are responsible for keeping account and billing-contact information current. A failure to receive a message does not eliminate an otherwise valid payment obligation or extend a deadline, except where applicable law requires otherwise.

7. Customer Content and User Content

7.1 Ownership

As between you and PRIZ, you retain your rights in User Content. PRIZ does not acquire ownership of Customer Content merely because it is submitted to the Service.

7.2 Licence needed to operate the Service

You grant PRIZ and its contracted service providers a worldwide, non-exclusive, royalty-free licence during the period reasonably necessary to host, store, transmit, reproduce, format, display, analyze, index, classify, transform, and otherwise process User Content, and to generate Output from it, solely to provide, secure, maintain, troubleshoot, support, and improve the Service as described in these Terms, the Privacy Policy, the product interface, and any Customer Agreement. This licence includes the right to make User Content available to other users whom you or the Customer authorize.

The licence continues after deletion only to the limited extent content remains in backups, security records, legal records, or material that others have independently retained or reposted, and only for as long as reasonably necessary for those purposes.

7.3 Your responsibilities for content

You represent and warrant that you have all rights, permissions, notices, and legal bases needed to submit User Content and permit the processing described in these Terms. You are responsible for the accuracy, quality, legality, and appropriateness of your User Content and for maintaining independent copies of material you cannot afford to lose.

You must not submit content that infringes intellectual property, privacy, publicity, confidentiality, employment, contractual, or other rights; contains unlawful material; or exposes PRIZ or another person to legal or security risk. If User Content concerns another individual, you are responsible for providing any required notice and obtaining any required consent.

7.4 Workspace sharing

The Service may let you share User Content with workspace members, collaborators, invitees, or third parties. Permissions can change, and recipients may copy or use content outside PRIZ’s control. Review the selected audience before sharing. PRIZ is not responsible for a recipient’s use of content after you or the Customer authorized access.

7.5 Confidentiality

PRIZ will handle non-public Customer Content in accordance with the Privacy Policy, applicable Customer Agreement, and reasonable confidentiality safeguards. Public Content is not confidential. These Terms do not replace a separately signed nondisclosure agreement or Customer Agreement.

8. AI-assisted features and Output

8.1 How AI Features work

When you invoke an AI Feature, PRIZ may process the prompts, User Content, project or workspace context, selections, and feedback that you provide in order to generate Output. PRIZ uses OpenAI and xAI as its contracted AI providers for this processing. Under PRIZ’s provider arrangements, neither OpenAI nor xAI uses PRIZ data or Customer Content processed through the Service to train its models. The Privacy Policy describes the categories of information involved, disclosures, retention criteria, and PRIZ’s role when processing Customer Content.

8.2 Shape Investigation and the Problem Candidate Inbox

Shape Investigation may let you submit investigation context for automated extraction, structuring, classification, scoring, summarization, or generation of a proposed Problem Candidate. The submitted material must be transmitted and processed to generate a preview. Before you choose Save as Draft, PRIZ does not save the readable submission or preview as a workspace Problem Candidate in its main application database, and refreshing or leaving the page removes the unsaved browser preview. Providing the feature may nevertheless involve processing by an AI provider, observability or diagnostic services, and temporary staging of extracted images. If you select Find Similar Projects, PRIZ may cache a non-readable content hash and numerical embedding as a search optimization. A preview is not a saved workspace Problem Candidate merely because it is displayed. When you choose Save as Draft or use another save control, the structured candidate and related information identified by the interface—such as source context or extracted evidence—may be saved to the Problem Candidate Inbox or another workspace area. The Privacy Policy describes these processing paths and applicable retention criteria.

8.3 AI Assistant and other assistance

The AI Assistant and other AI Features may use project information and conversation context to answer questions, suggest tools, support research, give feedback, generate summaries or reports, and assist structured problem-solving. Conversations or Output may be saved to a project when you choose a save function or when the interface clearly indicates that the interaction is being saved.

8.4 Human review is required

AI Features are decision-support tools. Output is probabilistic and may be inaccurate, incomplete, outdated, biased, misleading, non-unique, or unsuitable for your situation. AI Features do not independently verify facts, measurements, source material, causal relationships, safety conditions, intellectual-property clearance, regulatory requirements, or engineering feasibility.

You remain responsible for human review. A qualified person must evaluate Output and the underlying evidence before it is saved, approved, published, converted into a project, used in a report, or relied on for any engineering, manufacturing, quality, safety, operational, employment, legal, financial, or business decision.

Do not use Output as a substitute for testing, validation, professional judgment, a safety process, regulatory review, or advice from a qualified professional. You are responsible for decisions, actions, and omissions based on Output.

8.5 Rights in Output

As between you and PRIZ, and to the extent permitted by applicable law, PRIZ does not claim ownership of Output generated specifically from your User Content. You may use such Output subject to these Terms, your rights in the underlying User Content, applicable law, and third-party rights. Because of the nature of AI, Output may not qualify for intellectual-property protection and other users may receive similar or identical output.

8.6 Restricted AI uses

You must not use AI Features to make solely automated decisions that produce legal or similarly significant effects on an individual; to infer highly sensitive traits; to unlawfully profile, rank, or discriminate against people; to generate deceptive impersonations or unlawful content; or for a high-risk, life-critical, or safety-critical use unless PRIZ has expressly agreed in a Customer Agreement and you implement appropriate qualified oversight and validation.

9. PRIZ Hub and community features

9.1 Public publication

PRIZ Hub is a public community where users may publish projects, profiles, team information, problem statements, tools, ideas, solutions, comments, or other material. Publishing can expose technical, business, personal, or confidential information to anyone, including search engines. Before publishing, you must review the content, confirm that you have authority to publish it, remove confidential or restricted material, and obtain any needed permission from your Customer and affected people.

After a project is first published, eligible later changes to that project may be republished to PRIZ Hub automatically approximately four hours after the last change. Choosing Save a draft saves the current Hub publication form values, but it does not unpublish an already-public project or pause its scheduled automatic republication. Use Update to publish the current changes immediately or Unpublish to remove the project from PRIZ Hub. While a project remains published, you are responsible for reviewing changes and the current publication status before adding sensitive information. PRIZ may adjust the processing interval or controls as the Service evolves and will provide appropriate in-product notice of material changes to this behavior.

PRIZ notifies an affected contributor when the contributor is first publicly associated with a Hub project, including when a contributor is added to an already-public project. The notice identifies the project, explains public attribution and discoverability, and provides links to the public project, relevant identity settings, and a removal path. A contributor’s private profile fields remain private unless the contributor separately chooses to publish them. Removing a person as a contributor removes that person’s attribution from the Hub project and its PRIZ-controlled search representation.

9.2 Public Content licence

When you intentionally publish Public Content, you grant PRIZ a worldwide, non-exclusive, royalty-free licence to host, reproduce, format, translate for accessibility or localization, distribute, publicly display, search, and make the Public Content available within PRIZ Hub. Publishing to PRIZ Hub does not authorize PRIZ to reuse the Public Content in external websites, newsletters, social media, presentations, advertising, or other public marketing channels. Any such external promotional use requires a separate affirmative permission from the authorized project owner. The Hub licence ends within a commercially reasonable period after you unpublish or delete the Public Content, except for cached copies, backups, legal records, and copies made by others before removal.

You grant other users a non-exclusive right to access, view, link to, comment on, and use Public Content through the community functionality and as otherwise permitted by applicable law. These Terms do not grant others ownership of your Public Content.

9.3 Community conduct and moderation

You must be respectful, authentic, and lawful. Do not post confidential information, trade secrets, personal information without authority, harassment, threats, hate, exploitation, spam, malware, deceptive content, or material that infringes another person’s rights. PRIZ may review, label, limit distribution of, reject, unpublish, or remove Public Content or community activity that violates these Terms, creates legal or safety risk, or undermines the Service. PRIZ is not required to monitor all content and does not endorse user publications.

When an administrator rejects a new pending Hub comment, PRIZ sends its author a brief moderation notice. When an administrator discards a proposed edit, PRIZ notifies the author that the edit was not approved and that the previously approved version remains public. PRIZ is not required to provide a custom rejection reason or disclose internal moderator information. Author-initiated deletion and unrelated administrative cleanup are not treated as moderation rejection unless PRIZ expressly identifies the action that way.

Public Hub projects and approved public comments may be reported through the in-product Report action. Reports may include a category and optional details and are reviewed by authorized PRIZ personnel; submitting a report does not automatically remove the reported content. PRIZ does not disclose the reporter’s identity to the project owner, contributors, commenter, or public through the reporting process. The Contact Us form remains available as a fallback. PRIZ may limit or reject duplicate, abusive, fraudulent, or spam reports.

9.4 Interactions with others

You are responsible for interactions, collaborations, investments, contributions, or other arrangements with community members. PRIZ is not a party to those arrangements unless it expressly agrees in writing. Exercise appropriate diligence before sharing information or entering a transaction.

10. Acceptable use

You must not, and must not help another person to:

  • use the Service unlawfully or violate intellectual-property, privacy, confidentiality, publicity, consumer-protection, employment, export-control, or other rights;
  • access another account, workspace, project, or system without authorization, or bypass permissions, plan limits, rate limits, or security controls;
  • probe, scan, test, or exploit a vulnerability except under PRIZ’s published responsible disclosure policy or written authorization;
  • introduce malicious code; disrupt, overload, damage, or impair the Service; or use the Service to attack another system;
  • scrape, harvest, or collect data or personal information through automated means except through an authorized API and in compliance with its terms;
  • reverse engineer, decompile, disassemble, copy, frame, mirror, or create derivative works of the Service, except where applicable law prohibits that restriction;
  • rent, resell, sublicense, timeshare, or provide the Service to third parties except as expressly allowed by a Customer Agreement;
  • remove ownership, attribution, safety, or AI-origin notices;
  • misrepresent Output as independently verified, human-authored, or approved by PRIZ when it is not;
  • use the Service to develop or benchmark a competing product where prohibited by applicable law, or to train a competing generalized model using unauthorized access to the Service or PRIZ Materials;
  • upload material that is illegal, exploitative, hateful, threatening, defamatory, intentionally deceptive, or reasonably likely to cause serious harm; or
  • use the Service for weapons development, unlawful surveillance, unlawful discrimination, or any activity prohibited by applicable sanctions or export-control law.

PRIZ may investigate suspected violations and cooperate with lawful investigations. Any investigation or enforcement will be handled in accordance with applicable law and the Privacy Policy.

11. Security responsibilities and sensitive or regulated data

11.1 Shared responsibility

PRIZ uses safeguards designed to protect the Service and information, as described in the Privacy Policy and any Customer Agreement. Depending on its type, persistently saved User Content may be stored in PRIZ’s encrypted main application database or associated object storage, including for uploaded project files and profile images. PRIZ configures operational logs and analytics primarily to collect account, event, performance, security, and code-related information rather than the contents of Customer projects. Diagnostic records may nevertheless contain limited request or error context, technical identifiers, or other information described in the Privacy Policy, and third-party providers may process information according to their applicable terms and PRIZ’s configuration. No system is completely secure. You and the Customer are responsible for secure devices and networks, strong credentials, appropriate authentication settings, correct permissions, Authorized User management, lawful configuration of integrations, and prompt incident reporting.

PRIZ periodically conducts internal privacy and security assessments and uses them to prioritize improvements. Descriptions of safeguards, internal assessments, legal frameworks, or generally recognized practices are limited to their stated scope and do not constitute a regulatory approval, independent certification, third-party attestation, or warranty of compliance with every law or standard unless expressly stated in a signed Customer Agreement or identified certification.

11.2 Sensitive, classified, and regulated information

Unless a Customer Agreement expressly authorizes it, do not submit:

  • government-classified information or information subject to access restrictions that the Service is not contractually configured to meet;
  • export-controlled technical data, including data subject to ITAR or similar military controls;
  • payment-card numbers or authentication data outside designated payment fields;
  • Social Security, national identification, passport, or driver’s-licence numbers unless strictly necessary and authorized;
  • protected health information regulated by HIPAA or comparable health-privacy law; or
  • biometric identifiers, precise geolocation, genetic information, or other highly sensitive personal information not required for the intended PRIZ workflow.

If you are subject to HIPAA, you may submit protected health information only after PRIZ has signed a Business Associate Agreement that covers the relevant Service. Availability of a Business Associate Agreement is not guaranteed. Similar requirements apply to other regulated data.

11.3 Export controls

You are responsible for determining whether User Content or use of the Service is controlled under U.S., Canadian, or other trade laws and for obtaining required authorizations. You represent that neither you nor your Authorized Users are prohibited or restricted parties and that you will not use the Service in an embargoed location or for a prohibited end use.

12. Third-party services, integrations, and open-source components

The Service may link to, interoperate with, or let you import from or export to third-party services. If you authorize an integration, you direct PRIZ to exchange information with that provider as needed to perform the integration. Third-party terms and privacy practices govern the third party’s service. PRIZ is not responsible for a third party’s acts, omissions, availability, content, or security.

The Service may incorporate open-source or third-party software licensed under separate terms. Those licences govern the applicable components, and nothing in these Terms limits rights granted under them.

13. PRIZ ownership; trademarks; feedback

PRIZ and its licensors own the Service, including its software, interfaces, visual design, workflows, methods as implemented in the Service, documentation, templates, compilations, branding, and other materials supplied by PRIZ (“PRIZ Materials”). Except for the limited access right in Section 5, no right in PRIZ Materials is granted to you. “PRIZ,” “PRIZ Guru,” associated logos, and product names are trademarks of PRIZ or its licensors.

If you voluntarily provide suggestions, evaluations, error reports, or ideas about the Service (“Feedback”), you grant PRIZ a worldwide, perpetual, irrevocable, royalty-free right to use and exploit the Feedback without restriction or obligation. Feedback does not include Customer Content merely because it is processed by the Service.

PRIZ respects intellectual-property rights and responds to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act and other applicable law. Copyright owners and their authorized agents should follow the notice procedure and use the designated-agent contact information in the PRIZ Guru DMCA Copyright Policy. The policy also explains counter-notifications and possible restoration of material.

PRIZ may remove or disable access to material it reasonably believes may infringe another person’s rights. In appropriate circumstances, PRIZ may terminate accounts of users whom PRIZ determines are repeat infringers. You agree not to submit a knowingly false infringement notice or counter-notification.

15. Changes to the Service and these Terms

15.1 Service changes

PRIZ may improve, add, modify, limit, suspend, or discontinue features. Where a change materially reduces paid core functionality during a committed subscription term, any remedy will be as stated in the Customer Agreement or required by law. PRIZ may make immediate changes needed for security, legal compliance, third-party dependency changes, or prevention of harm.

15.2 Terms changes

PRIZ may update these Terms prospectively. We will update the “Last updated” date and provide additional notice of material changes as required by law, such as by email, in-product notice, or a request to accept the updated Terms. Material changes take effect on the date stated in the notice. Other changes take effect when posted. If you do not agree to an update, you must stop using the Service and may cancel as provided in Section 6.

16. Term, suspension, termination, and data

16.1 Term

These Terms begin when you first accept or use the Service and continue until terminated. A paid subscription continues for its purchased term and renewals unless cancelled or terminated.

16.2 Suspension and termination by PRIZ

PRIZ may suspend or terminate access if you materially breach these Terms; create a security, legal, or safety risk; fail to pay applicable fees; use the Service fraudulently or unlawfully; or if continued provision is prohibited by law or a critical third-party dependency. When reasonably practicable, PRIZ will provide notice and an opportunity to cure, but it may act immediately where necessary to protect the Service, users, or others.

16.3 Termination by you or Customer

You may stop using the Service at any time. A Customer may cancel its subscription or terminate as allowed by its plan or Customer Agreement. Termination does not relieve you of payment obligations accrued before termination.

16.4 Effect and data access

When access ends, licence rights end and you may lose access to User Content. Before cancellation or termination, export content using available functionality where needed. Any post-termination retrieval period, deletion schedule, and transition assistance are governed by the Customer Agreement, product controls, and Privacy Policy. PRIZ may retain limited information for legal, security, backup, dispute, and enforcement purposes.

Sections that by their nature should survive termination do survive, including ownership, payment obligations, content licences needed for retained copies, disclaimers, limitations of liability, indemnity, disputes, and general terms.

17. Disclaimers; no warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, PRIZ MATERIALS, USER CONTENT, PUBLIC CONTENT, AI FEATURES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PRIZ DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PRIZ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DATA WILL NEVER BE LOST; THAT OUTPUT WILL BE UNIQUE, ACCURATE, COMPLETE, CURRENT, OR FIT FOR YOUR PURPOSE; OR THAT USE OF THE SERVICE OR OUTPUT WILL PRODUCE ANY PARTICULAR ENGINEERING, QUALITY, YIELD, COST, SAFETY, COMMERCIAL, OR INNOVATION RESULT.

PRIZ is a problem-solving and decision-support platform, not an engineering firm, laboratory, certification body, safety authority, law firm, medical provider, financial adviser, or autonomous decision-maker. No content from the Service creates professional advice or a warranty unless PRIZ expressly agrees in a signed Customer Agreement.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, exclusions apply only to the extent permitted, and non-waivable rights remain available.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIZ AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS (THE “PRIZ ENTITIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM AN ENGINEERING, MANUFACTURING, QUALITY, SAFETY, OPERATIONAL, OR BUSINESS DECISION, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRIZ ENTITIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO PRIZ FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) US$100.

The exclusions and cap apply across all theories of liability and even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be excluded or limited. A Customer Agreement may state different limits for an enterprise Customer.

19. Indemnity

To the extent permitted by law, if you use the Service for business or on behalf of a Customer, you will defend, indemnify, and hold harmless the PRIZ Entities from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from: (a) User Content or Public Content; (b) your or your Authorized Users’ unlawful or unauthorized use of the Service; (c) your breach of these Terms, a Customer Agreement, or applicable law; (d) your infringement or violation of another person’s rights; or (e) an engineering, operational, product, safety, employment, or business decision made by you based on the Service or Output.

PRIZ will provide prompt notice where legally permitted, allow you to control the defence with qualified counsel, and reasonably cooperate at your expense. You may not settle a claim in a way that admits fault by PRIZ, imposes obligations on PRIZ, or fails to fully release PRIZ without PRIZ’s written consent. PRIZ may participate with counsel at its own expense.

This Section does not require an individual consumer to indemnify PRIZ where prohibited by applicable law.

20. General terms

20.1 Entire agreement and interpretation

These Terms, the Privacy Policy, applicable Additional Terms, and any Customer Agreement are the entire agreement concerning the Service and supersede prior or contemporaneous communications on that subject. “Including” means “including without limitation.” Headings are for convenience. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective.

20.2 Governing law and courts

California law governs these Terms without regard to conflict-of-law rules. Subject to any mandatory right to bring a claim in another forum, the parties consent to the jurisdiction of the state and federal courts located in San Francisco County, California. This choice does not deprive a consumer of mandatory protections of the law of the consumer’s residence.

20.3 Assignment

You may not assign these Terms without PRIZ’s prior written consent. PRIZ may assign them in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, and otherwise with notice where required. An attempted assignment contrary to this Section is void.

20.4 No waiver; force majeure; no third-party beneficiaries

A failure to enforce a provision is not a waiver. PRIZ is not liable for delay or failure caused by events beyond its reasonable control, including internet or utility failure, natural disaster, war, terrorism, labour action, epidemic, government action, or failure of a critical third-party provider, provided PRIZ uses commercially reasonable efforts to mitigate where practicable. These Terms do not create third-party beneficiary rights.

20.5 Electronic communications

You consent to receive transactional and legal notices electronically, including by email, in-product notice, or posting within the Service. Electronic notices satisfy writing requirements to the extent permitted by law. Marketing communications are governed by the Privacy Policy and applicable consent rules.

20.6 California consumer notice

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834, or (800) 952-5210, regarding a complaint or for information about use of the Service.

21. Contact information

The Service is offered by PRIZ Guru, Inc.Legal address
PRIZ Guru, Inc.
1007 Orange Street, 4th Floor, Ste 1382
Wilmington, DE 19801
USA

Send legal and dispute notices to: Mailing address for notices
PRIZ Guru, Inc.
Attention: Legal
111 NE 1st St, 8th Floor, 88699
Miami, FL 33132, Miami-Dade
USA

Email for legal questions and notices: [email protected]. Copyright infringement notices should follow the DMCA Copyright Policy.

Email for suspected security incidents, account compromise, or vulnerability reports: [email protected].

Online: https://www.priz.guru/contact-us/