Terms of Service

Effective date: June 13, 2026  ·  Last updated: June 13, 2026  ·  Version: 1.0

These Terms of Service (the "Terms") are a binding agreement between you ("Customer," "you," or "your") and Prove7, Inc., a Delaware corporation ("Prove7," "we," "us," or "our"), and govern your access to and use of the Prove7 platform, products, APIs, software, documentation, and related services (collectively, the "Services").

If you and Prove7 have a separately signed master agreement or order form for the Services, that agreement controls over any conflicting provision of these Terms.

1Definitions

• "Authorized User" means an employee, contractor, or agent of Customer authorized to access the Services under Customer's account.
• "Customer Data" means data, content, configurations, prompts, agent definitions, telemetry, and other materials submitted to or processed through the Services by or on behalf of Customer, excluding Aggregated Data.
• "Input" means data or content provided to AI features of the Services for processing; "Output" means content generated by such features in response.
• "Documentation" means Prove7's user guides and technical documentation for the Services.
• "Prove7 IP" means the Services, Documentation, and all related software, models, technology, and intellectual property, including Aggregated Data, but excluding Customer Data.
• "Aggregated Data" means data derived from operation of the Services that is aggregated and/or de-identified so that it does not identify Customer or any individual.
• "Order Form" means an ordering document or online order specifying the Services, scope, and fees.

2Access & use

Subject to these Terms and any applicable Order Form, Prove7 grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation during the term, solely for Customer's internal business operations and by Authorized Users. Customer is responsible for all activity under its account and for ensuring Authorized Users comply with these Terms. Prove7 may make trial, beta, or evaluation features available "as is" and may modify or discontinue them at any time.

Prove7 may suspend access to all or part of the Services if it reasonably determines that (a) there is a security threat to or attack on the Services; (b) Customer's use poses a risk to the Services or other customers; (c) Customer's use is fraudulent or unlawful or violates the Acceptable Use Policy; (d) a payment is materially overdue; or (e) suspension is required by law. We will use reasonable efforts to give notice and to restore access promptly once the cause is resolved.

3Use restrictions

Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Services or Documentation except as expressly permitted; (b) rent, lease, lend, sell, sublicense, or otherwise make the Services available to third parties except as permitted by an Order Form; (c) reverse engineer, decompile, or attempt to derive source code, model weights, or non-public components, except to the extent this restriction is prohibited by law; (d) remove proprietary notices; (e) use the Services in violation of the Acceptable Use Policy or any applicable law; or (f) interfere with or circumvent the security, tenancy isolation, rate limits, metering, or access controls of the Services. Using the Services' APIs within your own systems does not by itself constitute creating a derivative work.

4Customer responsibilities

Customer is responsible for: (a) its Customer Data and for obtaining all rights, consents, and permissions necessary to provide it to and process it through the Services; (b) the agents, models, workflows, connectors, and integrations it operates, and for the actions they take and outputs they produce; (c) complying with the Acceptable Use Policy and all applicable laws; (d) maintaining the confidentiality of account credentials and promptly notifying us of unauthorized access; and (e) configuring the Services appropriately for the sensitivity and regulatory status of its data and use cases. Third-party products or services accessed through the Services are subject to their own terms, and Prove7 is not responsible for them.

5AI input & output

As between the parties, Customer retains its rights in Inputs and, to the extent permitted by law, owns the Output generated for it, and Prove7 assigns to Customer any interest it may have in such Output. Customer is responsible for its Inputs and resulting Outputs and for ensuring they do not violate law or these Terms, and represents it has the rights necessary to provide the Inputs. Unless otherwise agreed in writing or via a Service setting, Prove7 may process Inputs and Outputs as needed to provide, secure, maintain, and improve the Services and to comply with law and enforce these Terms. Output may be inaccurate or incomplete; you must not rely on Output as a sole source of truth or a substitute for professional judgment, and should apply human review appropriate to the use case before relying on or sharing Output.

6Fees & payment

Customer will pay the fees set out in the applicable Order Form. Unless stated otherwise, fees are non-refundable, due as invoiced, and exclusive of taxes; Customer is responsible for applicable taxes other than taxes on Prove7's income. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. Free, trial, or evaluation use may be subject to additional or different terms.

7Confidentiality

Each party may receive the other's non-public "Confidential Information." The receiving party will use it only to exercise its rights and perform its obligations under these Terms, protect it with reasonable care, and not disclose it except to representatives who need to know and are bound by confidentiality. Confidential Information excludes information that is public, already known, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives reasonable notice (where lawful) and cooperates to limit disclosure.

8Privacy & data protection

Prove7's processing of personal information for which it is the controller is described in the Privacy Policy. Where Prove7 processes personal information within Customer Data on Customer's behalf, it does so as a processor/service provider under Customer's instructions and the parties' Data Processing Addendum (DPA), which is incorporated by reference where applicable. Customer is the controller of such personal information and is responsible for its lawful basis to use the Services with that data.

9Intellectual property & feedback

As between the parties, Prove7 owns all right, title, and interest in the Prove7 IP, and Customer owns all right, title, and interest in Customer Data. No rights are granted except as expressly stated. If Customer provides suggestions or feedback about the Services, Prove7 may use it without restriction or obligation, and Customer assigns to Prove7 all rights in such feedback.

10Aggregated & usage data

Prove7 may collect and use telemetry and usage data to operate, secure, support, and improve the Services and to create Aggregated Data. Prove7 owns Aggregated Data and may use it for any lawful business purpose, provided it does not identify Customer or any individual.

11Warranties & disclaimers

Each party represents that it has the authority to enter into these Terms. Customer warrants that its Customer Data and use of the Services comply with the Acceptable Use Policy and applicable law.

12Indemnification

By Prove7. Prove7 will defend Customer against third-party claims that the Services, as provided and used in accordance with these Terms, infringe such third party's U.S. intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement, provided Customer promptly notifies Prove7, gives sole control of the defense, and reasonably cooperates. This obligation does not apply to claims arising from Customer Data, Output, Customer's configurations or agents, combinations with non-Prove7 products, or use in violation of these Terms. If the Services become, or Prove7 believes may become, subject to an infringement claim, Prove7 may modify or replace them, procure rights to continue use, or terminate the affected Services.

By Customer. Customer will defend and indemnify Prove7 and its affiliates against third-party claims arising from (a) Customer Data, Inputs, or Output; (b) the agents, workflows, or decisions Customer operates through the Services; or (c) Customer's use of the Services in violation of these Terms, the Acceptable Use Policy, or applicable law.

13Limitation of liability

14Term & termination

These Terms begin when you first accept them or access the Services and continue until terminated or until the end of the applicable Order Form term. Either party may terminate for the other's material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent. Upon termination, Customer's right to use the Services ends and Customer must stop using the Prove7 IP. Termination does not relieve Customer of fees accrued before termination. Sections that by their nature should survive (including 1, 3, 7, 9–13, and 16–18) will survive. We will make Customer Data available for export for a limited period after termination as described in the Documentation or applicable Order Form, after which we may delete it.

15Modifications

Prove7 may modify these Terms from time to time. For material changes, we will provide reasonable notice (e.g., by posting an updated version with a new "Last updated" date or by email). Changes take effect on the stated effective date, and your continued use of the Services after that date constitutes acceptance.

16Export & sanctions

The Services may be subject to U.S. and other export control and sanctions laws. Customer represents that it is not located in, and will not use or export the Services to, any embargoed or restricted jurisdiction or party, and will comply with all applicable export and sanctions laws.

17Governing law & disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to any agreed arbitration provision in a signed agreement, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, and each party waives any objection to venue in those courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18General

These Terms (together with the Acceptable Use Policy, Privacy Policy, any DPA, and any Order Form) are the entire agreement between the parties regarding the Services and supersede prior understandings on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Customer may not assign these Terms without Prove7's consent, except to a successor in a merger or sale of substantially all assets; Prove7 may assign freely. Neither party is liable for delays caused by events beyond its reasonable control. Notices to Prove7 should be sent to legal@prove7.ai. The parties are independent contractors.

Questions? Contact legal@prove7.ai.  ·  See also our Acceptable Use Policy and Privacy Policy.