1) The Service & Your License

1.1 Grant. During your plan term, Prospeo grants you a non-exclusive, non-transferable, revocable license to access the Service and use Output Data (business contact/company information we provide) only for your internal B2B sales, marketing, recruiting, and operations.

1.2 No resale / no competing database. You may not resell, redistribute, publish, or disclose Output Data to any third party (other than to your personnel or contractors under your control), and you may not use the Service or Output Data to create, maintain, or enhance a database, directory, or service that competes with or substitutes for Prospeo. If you are a vendor or would like to discuss a partnership or resale arrangement, contact privacy@prospeo.io.

1.3 Additional restrictions. You will not (and will not allow others to): reverse engineer, decompile, or attempt to derive the source or underlying data structures; bypass rate limits or share credentials; scrape or automatically harvest the UI (automation is only allowed via the documented public API); use the Service or Output Data for consumer credit, employment, tenant, insurance, or other FCRA‑type decisions; or use the Service for unlawful, deceptive, abusive, discriminatory, or surveillance‑without‑consent purposes. You are solely responsible for compliance with communications laws for your outreach (e.g., GDPR/ePrivacy/PECR, TCPA, CASL, national/state Do‑Not‑Call/TPS, identity, consent, and opt‑out rules).

2) Accounts, Credits, Fees, Taxes & Price Changes

2.1 Accounts. Keep credentials confidential; you are responsible for actions under your account. Remove access promptly when personnel leave.

2.2 Credits & limits. Plans may include credits and technical/rate limits. Credits expire at the end of each billing period and do not roll over. There is no overage; if you need more credits, purchase an add‑on before use. We may apply reasonable technical measures to protect the Service.

2.3 Currency & payment method. Unless stated otherwise, fees are payable in USD by card at purchase. Manual invoicing/wire may be available only by separate written agreement.

2.4 Invoices/receipts. For card purchases we provide a receipt or tax invoice within 30 days after payment. For any agreed invoiced purchases, payment is due on receipt unless a different due date is stated on the invoice.

2.5 Late amounts (invoiced deals only). Any undisputed, past‑due invoiced amount may accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.

2.6 Non‑payment & chargebacks. We may suspend immediately for non‑payment or chargeback and may charge a reasonable administrative fee for each reversed transaction.

2.7 Taxes. Fees are exclusive of Taxes (including, as applicable, sales, use, GST/HST/QST, VAT, and similar transaction taxes). Where required, we will calculate, collect, and remit Taxes at checkout or on invoice; otherwise, you are responsible for self‑assessing and paying all Taxes related to your purchase (excluding taxes based on Prospeo’s net income). If any withholding or deduction is required by law, you will gross‑up the payment so that Prospeo receives the full amount invoiced.

2.8 Price changes. We may change prices effective on renewal with 30 days’ prior notice.

2.9 Refunds. All purchases are final. No refunds or credits are provided for partial months, unused credits, downgrades, or early termination, except where required by law.

2.10 Seats. Seats are named and may not be shared. Seat reassignment is available on request via support; we may limit frequency to prevent abuse.

3) Customer Uploads & Contribution License (Model C)

3.1 Ownership. You retain ownership of Customer Uploads (B2B leads/lists you submit).

3.2 Contribution license. You grant Prospeo a worldwide, royalty‑free, perpetual and irrevocable license to ingest, use, retain, and incorporate Customer Uploads (and signals derived from them) into Prospeo’s B2B dataset to operate, maintain, improve, and expand the Service and dataset. Prospeo may continue to store and process professional contact data and aggregated/derived verification signals contributed from your uploads on an ongoing basis, including after your account is closed, subject to individuals’ legal rights and applicable law. Prospeo will not publicly attribute you as the source of specific records.

3.3 Individuals’ rights prevail. The contribution license does not limit any individual’s rights under applicable data‑protection laws. Where required, we will honor data‑subject opt‑out/erasure in our dataset.

3.4 Your responsibilities. You represent that you have all rights to upload/share the data and that your use complies with applicable law and your own privacy notices.

3.5 Retention (account‑level). Customer Uploads are kept while your account is active; on account closure we remove them from active systems within 90 days (backups roll off on a 90‑day cycle). Contributions to the Prospeo dataset and aggregated/de‑identified signals may persist as allowed by law and these Terms.

4) Roles, Privacy, Sub‑processors, Transfers, Cookies, Retention

4.1 Roles. For Prospeo’s dataset and site/app telemetry we act as a controller. For Customer Uploads we act as a processor under our Data Processing Addendum (DPA).

4.2 DSAR. Individuals can exercise rights via our public workflow (opt‑out form; privacy@prospeo.io). We verify via business email (and may request more info). We generally delete rather than rectify; we respond within one month (extendable as permitted).

4.3 Sub‑processor updates. Customers can subscribe to sub‑processor change notices by emailing privacy@prospeo.io; we email ≥30 days before changes and allow objections in that window. The DPA mirrors this.

4.4 International transfers. Primary hosting is USA (AWS us‑east‑1). For EU/UK personal data we use SCCs (and the UK Addendum); for EU→Canada we rely on EU adequacy (PIPEDA). We reference AWS participation in the EU‑U.S. Data Privacy Framework in our transfer assessments.

4.5 U.S. state privacy. We treat licensing of Output Data as a sale/share where applicable under state law; we provide a “Your Privacy Choices (Do Not Sell/Share)” link and honor Global Privacy Control (GPC) signals.

4.6 Cookies. In the EU/UK/Quebec, we geo‑block non‑essential cookies (analytics/ads/session‑replay). See our Cookie Policy.

4.7 Dataset retention. We refresh/re‑verify within ~24 months and remove entries flagged as stale/unreachable within ~12 months. Backups roll on a 90‑day cycle.

5) Acceptable Use Policy (Expanded)

You agree not to (and not to permit any third party to):

• Access & Accounts: share seats or credentials; circumvent account limits, rate limits, or quotas; probe, scan, or test the security or availability of the Service without prior written permission.
• Data Use & Restrictions: resell, redistribute, publish, or disclose Outputs to any third party except as necessary for your internal business use; use Outputs to build, train, or improve any database, directory, or model that competes with Prospeo or that replicates/substitutes for the Service; cache or store Outputs beyond what is expressly permitted in your plan or order; make any “safe‑to‑call,” “safe‑to‑email,” accuracy, eligibility, or similar claims to third parties based on Outputs.
• Collection & Automation: scrape or automatically harvest the Service or UI; use robots or similar means other than the documented public API; reverse engineer or otherwise attempt to derive source code or underlying data structures (except to the extent such restriction is prohibited by law).
• Compliance: use the Service for, or in connection with, unlawful activities or prohibited industries/use cases, including FCRA‑regulated decisions (credit/employment/tenant/insurance), spam or deceptive practices, exploitation, weapons, or other illegal purposes; conduct outreach without complying with applicable communications laws and rules (e.g., GDPR/ePrivacy/PECR, TCPA, CASL, national/state Do‑Not‑Call/TPS rules, identity disclosure, consent, and opt‑out obligations). You are solely responsible for your outreach compliance.
• Security & Abuse: introduce malware; attempt to gain unauthorized access; perform denial‑of‑service attacks; or otherwise disrupt the Service.

6) Third‑Party Products & Integrations

The Service may interface with third‑party products, websites, or integrations. Those are provided by third parties under their own terms and privacy practices. We do not control and are not responsible or liable for third‑party products. We may enable, modify, or disable any integration at any time, including where required for security, legal, or vendor‑related reasons.

7) Term, Renewal, Cancellation & Termination

7.1 Term & auto‑renewal. Each self‑serve plan runs on a monthly Subscription Term and renews automatically for successive monthly terms unless cancelled in your dashboard.

7.2 Cancellation (Customer). You may cancel at any time in your dashboard. Cancellation takes effect at the end of the then‑current billing period and stops future renewals. Fees already paid are non‑refundable, and amounts due remain payable.

7.3 Termination for convenience (Prospeo). We may terminate the Agreement or any part of the Service at any time, with or without cause, including immediately and without prior notice where permitted by law. If we terminate for convenience, access will cease no later than the end of the current billing period (earlier if we specify). Prepaid amounts are non‑refundable.

7.4 Suspension/termination for cause (Prospeo). We may suspend or terminate immediately (in whole or part) if we reasonably believe: (i) the Service is being used in breach of these Terms (including the AUP); (ii) use creates security, legal, or regulatory risk; (iii) there is suspected or actual fraud, IP infringement, abuse, or unlawful activity; (iv) payment fails or is reversed/charged back; or (v) you become insolvent or cease operating in the ordinary course.

7.5 Effect of suspension. While an account is fully suspended, no new charges accrue; prepaid amounts remain non‑refundable. We may require remediation steps (e.g., rate‑limit reductions, MFA, IP allow‑listing) before restoring access.

7.6 Survival. The following survive termination or expiration: Fees & Payment obligations, Confidentiality, Intellectual Property, License Restrictions/AUP, Disclaimers, Limitations of Liability, Indemnities (customer‑side), Publicity (opt‑out), Governing Law & Venue, Data Export/Deletion, and any provisions intended by their nature to survive.

7.7 Post‑termination data handling. Upon termination, we remove Customer Personal Data from active systems within 90 days; backups roll off on a 90‑day cycle thereafter. Notwithstanding termination, any rights you granted to Prospeo to use contributed signals/inputs to improve the Service and Prospeo’s dataset continue after termination to the extent permitted by law and subject to individuals’ legal rights.

8) Changes to the Service

We may improve, modify, or discontinue features or functionality at any time. For breaking changes to public API endpoints, we will provide at least 90 days’ prior notice (unless a change is required to address security, legal, or system‑integrity issues). Experimental/Beta features are provided as‑is and may be changed or withdrawn at any time. At our discretion (and potentially subject to separate fees), we may provide reasonable migration guidance. This is not a commitment to maintain any specific feature or third‑party integration.

9) Export Controls & Sanctions

You may not access or use the Service where prohibited by applicable export, sanctions, or similar laws, including use by denied or restricted parties. You represent that you are not such a party and will not export, re‑export, or transfer the Service or Output Data in violation of those laws.

10) Publicity (Logo Use)

Unless you opt out, Prospeo may identify you as a customer (name/logo) in customer lists, websites, and marketing materials. You may opt out at any time by emailing support; Prospeo will remove your name/logo from new materials and commercially reasonably from existing materials within 60 days of receipt.

11) Confidentiality

Each party may receive the other’s confidential information and will protect it with at least reasonable care, using it only to perform under these Terms. Standard exceptions apply (public, already known, independently developed, or law‑required disclosures).

12) Warranties & Disclaimers

The Service and Output Data are provided “as is” and “as available.” We do not promise outcomes, accuracy, coverage, or uninterrupted service, and we disclaim implied warranties to the extent permitted by law.

13) Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages; and (b) each party’s aggregate liability is capped at the fees you paid to Prospeo in the 12 months before the event giving rise to liability (or USD $100 for free plans).

14) Indemnity (Customer‑side)

You will defend and indemnify Prospeo against third‑party claims arising from: (i) your unlawful or prohibited use of the Service or Output Data; (ii) your Customer Uploads or instructions; and (iii) your communications to end recipients.

15) Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control (including Internet/AWS outages, strikes, government actions, and disasters). Each will use reasonable efforts to mitigate and resume performance.

16) Governing Law & Venue

These Terms are governed by the laws of Ontario, Canada (without regard to conflict‑of‑laws rules). The parties submit to the exclusive jurisdiction and venue of the courts in Toronto, Ontario for disputes not otherwise governed by a DPA.

17) Order of Precedence

If there is a conflict, the following order of precedence applies: (1) Order/Plan (including any signed order), (2) DPA, (3) these Terms, (4) policies or documentation.

18) Notices, Assignment, Misc.

Notices to Prospeo: privacy@prospeo.io (privacy) or security@prospeo.io (security). You may not assign these Terms without our consent; Prospeo may assign to an affiliate or in a merger/sale. If any provision is unenforceable, the remainder remains in effect. No waiver unless in writing.

19) Changes to These Terms

We may update these Terms; material changes will be notified by email or in‑app and become effective on the stated effective date (for paid terms, typically at renewal). Your continued use after the effective date constitutes acceptance.