Legal

Terms & Conditions

Effective January 1, 2026

These Terms of Service (the "Terms") constitute a legally binding agreement between you, whether acting individually or on behalf of a company, organization, governmental entity, educational institution, or other legal entity ("Customer," "you," or "your"), and Prerun AI, LLC, a Maine limited liability company ("Prerun," "Company," "we," "our," or "us").

These Terms govern your access to and use of the Services.

BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, CONNECTING AN INTEGRATION, ACCESSING AN API OR MCP ENDPOINT, OR OTHERWISE INTERACTING WITH THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1 Account

"Account" means a registered account established to access and use the Services.

1.2 Affiliate

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.3 API

"API" means any application programming interface, endpoint, service, integration interface, developer functionality, or related technology made available by Prerun.

1.4 Authorized User

"Authorized User" means any employee, contractor, consultant, representative, agent, or other individual authorized by Customer to access or use the Services.

1.5 Customer Content

"Customer Content" means all information, data, materials, files, documents, prompts, assets, knowledge entries, metadata, configurations, workflows, instructions, content, and other materials submitted, uploaded, generated, stored, transmitted, published, or otherwise made available through the Services by Customer or its Authorized Users.

1.6 Documentation

"Documentation" means user guides, manuals, knowledge base materials, API documentation, MCP documentation, technical documentation, and other materials made available by Prerun relating to the Services.

1.7 MCP

"MCP" means Model Context Protocol services, endpoints, resources, servers, tooling, and related functionality made available by Prerun.

1.8 Organization

"Organization" means the primary tenant, account container, or administrative entity established within the Services.

1.9 Services

"Services" means the Prerun marketing website, Prerun Studio, APIs, MCP services, software, applications, integrations, documentation, content, and related services made available by Prerun.

1.10 Workspace

"Workspace" means a logical environment within an Organization used to manage Customer Content, users, permissions, assets, integrations, and related resources.

2. THE SERVICES

2.1 General Description

Prerun provides a software-as-a-service platform designed to centralize, manage, validate, certify, publish, distribute, govern, and deliver organizational knowledge for use by artificial intelligence systems, agents, workflows, applications, automation platforms, development environments, and related technologies.

The Services are intended to provide organizations with a centralized context layer that can be accessed through APIs, MCP services, integrations, and related technologies.

2.2 Service Components

The Services may include:

(a) the Prerun marketing website;

(b) Prerun Studio;

(d) knowledge groups and knowledge entries;

(e) asset and document management;

(f) version history and audit logging;

(g) AI-assisted generation, classification, and validation;

(h) agent training and certification functionality;

(i) readiness assessments and scoring systems;

(j) MCP services and tooling;

(k) APIs and developer services;

(l) public and private publishing functionality;

(m) access controls and permissions;

(n) subscription and billing functionality; and

(o) additional products, services, tools, features, and functionality made available by Prerun.

2.3 Service Modifications

Prerun may modify, enhance, replace, suspend, discontinue, or remove any portion of the Services at any time.

Nothing in these Terms obligates Prerun to maintain any specific feature, integration, functionality, service offering, or third-party connection.

2.4 No Professional Advice

The Services are technology tools only.

Prerun does not provide legal, accounting, financial, tax, compliance, medical, employment, regulatory, cybersecurity, investment, or other professional advice.

Any information, recommendations, validations, certifications, readiness assessments, scores, outputs, or suggestions generated through the Services are provided solely for informational purposes.

Customer remains solely responsible for obtaining professional advice where appropriate and independently evaluating all outputs generated through the Services.

3. ELIGIBILITY

3.1 Minimum Age Requirement

You must be at least eighteen (18) years old to access or use the Services.

3.2 Authority to Bind an Entity

If you access or use the Services on behalf of an entity, you represent and warrant that:

(a) you possess authority to bind that entity to these Terms;

(b) the entity agrees to be bound by these Terms;

(d) the entity is responsible for all activity conducted through its Account.

3.3 Restricted Persons

You may not access or use the Services if:

(a) prohibited by applicable law;

(b) located in a comprehensively sanctioned jurisdiction;

(d) your use would otherwise violate applicable law.

4. ACCOUNTS AND REGISTRATION

4.1 Account Creation

Certain portions of the Services require creation of an Account.

You agree to provide accurate, complete, and current information and to maintain such information throughout your use of the Services.

4.2 Account Security

Customer is responsible for safeguarding:

(a) usernames;

(b) passwords;

(d) API keys;

(e) MCP credentials;

(f) authorization tokens; and

(g) all other access mechanisms associated with the Account.

4.3 Responsibility for Activity

Customer is responsible for all activity occurring under its Account, including activity conducted by:

(a) employees;

(b) contractors;

(d) agencies;

(e) service providers;

(f) Authorized Users;

(g) connected systems;

(h) AI agents; and

(i) automated workflows.

4.4 Unauthorized Access

Customer shall promptly notify Prerun of any suspected unauthorized access, credential compromise, security incident, or misuse of the Services.

5. ORGANIZATIONS, WORKSPACES, AND AUTHORIZED USERS

5.1 Organizational Structure

The Services operate through a multi-tenant architecture.

Organizations may contain one or more Workspaces, Authorized Users, integrations, credentials, assets, knowledge repositories, and related resources.

5.2 Customer Administration

Customer is solely responsible for:

(a) granting access;

(b) assigning permissions;

(d) managing credentials;

(e) reviewing published content;

(f) supervising integrations; and

(g) maintaining appropriate administrative controls.

5.3 Reliance on Permissions

Prerun may rely upon permissions, authorizations, and instructions configured within the Services.

Prerun shall not be liable for actions resulting from permissions granted by Customer or its Authorized Users.

6. SUBSCRIPTIONS, FEES, AND SERVICE LIMITATIONS

6.1 Subscription Plans

Prerun may offer free, paid, enterprise, promotional, usage-based, or custom subscription plans.

Features, functionality, storage allocations, request limits, seat counts, credits, integrations, API usage, MCP usage, and other service limitations may vary based upon the applicable subscription plan.

6.2 Changes to Plans

Prerun reserves the right to modify:

(a) subscription plans;

(b) service limitations;

(d) feature availability;

(e) usage allowances; and

(f) eligibility requirements.

6.3 Usage Limitations

The Services may be subject to:

(a) request limits;

(b) rate limits;

(d) seat limitations;

(e) bandwidth limitations;

(f) API limitations;

(g) MCP limitations;

(h) AI credit limitations; and

(i) other reasonable usage controls.

6.4 Exceeding Limits

Where Customer exceeds applicable limitations, Prerun may:

(a) restrict functionality;

(b) throttle requests;

(d) require a plan upgrade; or

(e) assess additional fees where permitted.

6A. FREE PLANS, TRIALS, AND EVALUATION SERVICES

6A.1 Free Services

Prerun may make portions of the Services available at no cost.

Free Services may be subject to reduced functionality, reduced support, reduced storage limits, reduced retention periods, reduced security controls, or additional restrictions.

6A.2 Trial Services

Prerun may provide trial, pilot, proof-of-concept, beta, or evaluation access to the Services.

6A.3 Modification or Discontinuation

Prerun may modify, suspend, restrict, or discontinue Free Services or Trial Services at any time without liability.

6A.4 No Preservation Obligation

Upon expiration or termination of Free Services or Trial Services, Prerun may delete Customer Content unless otherwise required by law.

7. CUSTOMER CONTENT

7.1 Ownership of Customer Content

As between the parties, Customer retains all right, title, and interest in and to Customer Content.

Nothing in these Terms transfers ownership of Customer Content to Prerun.

7.2 License Grant to Prerun

Customer grants Prerun a limited, worldwide, non-exclusive license to host, store, process, reproduce, transmit, display, analyze, index, modify, and otherwise use Customer Content solely to provide, maintain, secure, support, improve, and operate the Services.

7.3 Customer Control

Customer controls:

(a) what Customer Content is uploaded;

(b) who may access Customer Content;

(d) which integrations may access Customer Content; and

(e) whether Customer Content is deleted.

7.4 Retention of Certain Data

Deletion of Customer Content may not immediately remove all copies from backup systems, audit logs, disaster recovery systems, security systems, or archived records.

Prerun may retain such information where reasonably necessary for operational, legal, security, compliance, or dispute-resolution purposes.

7A. DATA OWNERSHIP

7A.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Content and all data submitted to, stored within, processed by, generated from, or made available through the Services by Customer or its Authorized Users.

Prerun acquires no ownership rights in Customer Data.

7A.2 Ownership of Service Data

Prerun retains all right, title, and interest in and to operational, analytical, diagnostic, telemetry, performance, security, and system-level information generated through operation of the Services, provided such information does not identify Customer or disclose Customer Confidential Information except as permitted by applicable law.

7A.3 Data Export

Subject to applicable subscription limitations and retention policies, Customer may export Customer Data using functionality made available by Prerun.

7A.4 Data Return Upon Termination

Following termination of the Services, Customer may request export of Customer Data during any applicable post-termination access period established by Prerun.

Prerun shall have no obligation to retain Customer Data indefinitely following termination.

8. CUSTOMER RESPONSIBILITIES

8.1 Customer Warranties

Customer represents and warrants that:

(a) Customer owns or possesses all rights necessary to provide Customer Content to Prerun;

(b) Customer Content does not violate applicable law;

(d) Customer Content does not violate privacy, publicity, confidentiality, or contractual rights;

(e) Customer Content is not knowingly unlawful, fraudulent, defamatory, misleading, or deceptive; and

(f) Customer has obtained all permissions, consents, authorizations, and rights necessary for Prerun to process Customer Content in accordance with these Terms.

8.2 Responsibility for Content

Customer is solely responsible for:

(a) the accuracy of Customer Content;

(b) the legality of Customer Content;

(d) information provided to AI systems;

(e) information exposed through APIs;

(f) information exposed through MCP services;

(g) publicly published information;

(h) outputs generated through Customer-configured workflows; and

(i) decisions made using outputs generated through the Services.

Prerun does not independently verify the accuracy, legality, completeness, or appropriateness of Customer Content.

8.3 Sensitive Information

Customer remains solely responsible for determining whether Customer Content contains regulated, confidential, sensitive, protected, proprietary, or restricted information and whether the Services are appropriate for such use.

Unless expressly agreed in writing by Prerun, Customer shall not use the Services in a manner that requires Prerun to assume regulatory obligations beyond those expressly described in these Terms, the Privacy Policy, or an executed Data Processing Addendum.

9. PUBLIC CONTENT AND PUBLISHING

9.1 Public Publishing Features

The Services may permit Customer to publish Customer Content through:

(a) public APIs;

(b) public MCP endpoints;

(d) public assets;

(e) shared links;

(f) publicly accessible workspaces; and

(g) other publicly accessible functionality.

9.2 Customer Responsibility

Customer acknowledges and agrees that Customer is solely responsible for determining whether Customer Content is appropriate for public disclosure.

Prerun has no obligation to review, monitor, approve, validate, restrict, or otherwise evaluate Customer Content prior to publication.

9.3 Public Availability and Third-Party Access

Customer acknowledges and agrees that Customer Content intentionally exposed through public APIs, public MCP endpoints, public resources, public assets, shared links, or other publicly accessible functionality may be accessed, indexed, copied, cached, archived, retrieved, analyzed, processed, distributed, incorporated, or otherwise utilized by:

(a) search engines;

(b) internet users;

(d) artificial intelligence systems;

(e) web crawlers;

(f) data aggregation services;

(g) machine learning systems; and

(h) other third parties beyond Prerun's control.

Prerun shall have no responsibility for downstream use of publicly published Customer Content by third parties.

9.4 No Liability for Public Content

Prerun shall not be responsible for any disclosure, publication, indexing, caching, copying, retention, redistribution, scraping, analysis, or downstream use of Customer Content intentionally made public by Customer or an Authorized User.

9.5 Irreversible Distribution

Customer acknowledges that information published publicly may remain available through third-party systems even after deletion from the Services.

10. AI SERVICES

10.1 AI Functionality

The Services may utilize artificial intelligence, machine learning, retrieval systems, classification systems, large language models, and related technologies.

AI-powered functionality may include:

(a) content generation;

(b) content validation;

(d) content classification;

(e) categorization;

(f) summarization;

(g) metadata generation;

(h) recommendations;

(i) readiness assessments;

(j) scoring;

(k) benchmarking;

(l) certification functionality; and

(m) related features.

10.2 Nature of AI Outputs

Customer acknowledges that AI-generated outputs are probabilistic in nature and may contain:

(a) inaccuracies;

(b) hallucinations;

(d) outdated information;

(e) biased content;

(f) incomplete analysis; and

(g) unexpected results.

10.3 Human Review Requirement

Customer is solely responsible for reviewing, validating, approving, and testing outputs before relying upon them.

AI-generated outputs should not be relied upon as the sole basis for:

(a) legal decisions;

(b) regulatory decisions;

(d) employment decisions;

(e) financial decisions;

(f) compliance determinations; or

(g) other high-impact decisions.

10.4 No Guarantee of Results

Prerun does not guarantee the accuracy, completeness, reliability, suitability, usefulness, legality, compliance, or effectiveness of AI-generated outputs.

11. AGENT TRAINING, VALIDATION, AND CERTIFICATION

11.1 Certification Services

The Services may include functionality designed to evaluate, train, test, rehearse, benchmark, score, validate, certify, or otherwise assess artificial intelligence systems, agents, workflows, prompts, knowledge repositories, and related resources.

11.2 Informational Nature

Any certification, readiness score, validation result, benchmark, recommendation, assessment, approval, or related output generated through the Services is informational in nature.

Such outputs reflect only the evaluation criteria, testing conditions, knowledge sources, scoring methodologies, and information available at the time of evaluation.

11.3 No Warranty of Readiness

Certification, scoring, validation, approval, benchmarking, or recommendation does not guarantee:

(a) accuracy;

(b) reliability;

(d) compliance;

(e) regulatory approval;

(f) production readiness;

(g) business outcomes;

(h) legal compliance;

(i) cybersecurity compliance; or

(j) suitability for any particular purpose.

11.4 Customer Responsibility

Customer remains solely responsible for determining whether an AI system is appropriate for deployment, production use, customer-facing use, internal use, or operational use.

Prerun shall not be liable for decisions made based upon certification results, readiness assessments, validation outcomes, recommendations, or scoring outputs.

12. AI TRAINING RESTRICTIONS AND MODEL USAGE

12.1 Customer Data Commitment

Prerun recognizes that Customer Content may contain confidential, proprietary, commercially sensitive, or business-critical information.

12.2 No Foundation Model Training by Prerun

Except as expressly authorized by Customer, Prerun does not use Customer Content to train proprietary foundation models.

12.3 No Intentional Contribution to Public Model Training

Prerun does not intentionally contribute Customer Content to publicly available foundation model training datasets.

12.4 Third-Party Model Providers

Prerun may utilize third-party AI providers to deliver portions of the Services.

Where commercially reasonable, Prerun seeks to utilize enterprise-grade, API-based, or contractual arrangements that restrict provider use of submitted content for model training purposes.

12.5 No Guarantee Regarding Third Parties

Prerun cannot guarantee the policies, practices, future conduct, or contractual obligations of third-party providers.

Customers are encouraged to independently review the terms, privacy policies, security commitments, and data processing commitments of any third-party systems utilized through the Services.

12.6 De-Identified Information

Nothing in these Terms prohibits Prerun from using aggregated, anonymized, statistical, or de-identified information that cannot reasonably identify Customer, an individual, or confidential business information for:

(a) analytics;

(b) benchmarking;

(d) service improvement;

(e) operational planning; and

(f) product development.

12A. CUSTOMER-DIRECTED AI PROCESSING

12A.1 AI Processing

Customer acknowledges that Customer Content may be transmitted to, processed by, analyzed through, or otherwise handled by artificial intelligence systems and model providers selected by Prerun or configured by Customer for purposes of delivering requested functionality.

12A.2 Customer Authorization

By utilizing AI-powered functionality, Customer authorizes Prerun to process Customer Content through such systems as reasonably necessary to provide the Services.

12A.3 Third-Party Terms

Use of third-party AI providers remains subject to the applicable terms, privacy policies, security commitments, and data processing obligations of those providers.

12A.4 Customer Responsibility

Customer is responsible for evaluating whether the use of any AI-powered functionality is appropriate for Customer's regulatory, legal, contractual, operational, and security requirements.

13. API AND MCP SERVICES

13.1 Access Rights

Subject to these Terms, Customer is granted a limited, revocable, non-exclusive, non-transferable right to access and use APIs and MCP services made available through the Services.

13.2 Conditions of Use

Customer shall access APIs and MCP services only in accordance with:

(a) these Terms;

(b) applicable Documentation;

(d) authorization scopes; and

(e) applicable law.

13.3 Prohibited Conduct

Customer shall not:

(a) exceed authorized usage limitations;

(b) circumvent access controls;

(d) attempt unauthorized access to systems or data;

(e) share credentials outside Authorized Users;

(f) resell access without written authorization;

(g) conduct vulnerability testing without authorization;

(h) interfere with platform operations; or

(i) reverse engineer proprietary functionality except where prohibited by applicable law.

13.4 Monitoring and Enforcement

Prerun may monitor usage of APIs and MCP services to:

(a) enforce subscription limitations;

(b) detect abuse;

(d) maintain platform security; and

(e) protect the Services and other customers.

13.5 Suspension of Access

Prerun reserves the right to throttle, suspend, revoke, or terminate API or MCP access where reasonably necessary to protect the Services, customers, infrastructure, security posture, or third parties.

14. THIRD-PARTY INTEGRATIONS

14.1 Integration Services

The Services may integrate with third-party products, platforms, applications, services, websites, APIs, AI systems, workflow platforms, automation tools, development environments, content management systems, identity providers, and related technologies.

14.2 Customer Direction

Any transmission of Customer Content to a third-party platform occurs at Customer's direction and subject to Customer's configuration of the applicable integration.

14.3 Third-Party Terms

Customer's use of any third-party service is governed exclusively by the terms, conditions, privacy policies, and agreements of the applicable third party.

14.4 No Responsibility for Third Parties

Prerun does not control and shall not be responsible for:

(a) third-party availability;

(b) third-party security;

(d) third-party functionality;

(e) third-party privacy practices;

(f) third-party contractual obligations; or

(g) third-party data processing practices.

14.5 Changes by Third Parties

Customer acknowledges that third-party providers may modify, restrict, suspend, discontinue, or terminate their services at any time.

Prerun shall not be liable for interruptions, delays, incompatibilities, losses, damages, costs, or claims arising from third-party services or integration dependencies.

15. ACCEPTABLE USE

15.1 Compliance with Applicable Laws

Customer shall use the Services only in compliance with all applicable laws, regulations, governmental requirements, industry standards, and third-party rights.

15.2 Prohibited Activities

Customer shall not, and shall not permit any Authorized User or third party to:

(a) violate applicable law;

(b) infringe intellectual property rights;

(d) transmit unlawful, deceptive, fraudulent, defamatory, misleading, or harmful content;

(e) distribute malware, ransomware, spyware, viruses, or other malicious code;

(f) engage in phishing activities;

(g) facilitate identity theft;

(h) facilitate unauthorized surveillance;

(i) interfere with the operation of the Services;

(j) circumvent security controls;

(k) abuse system resources;

(l) engage in unauthorized data collection;

(m) interfere with another user's access to the Services;

(n) attempt unauthorized access to systems, networks, or data; or

(o) engage in conduct that may damage, disable, overburden, or impair the Services.

15.3 Prohibited AI Activities

Customer shall not knowingly use the Services to create, distribute, train, automate, or deploy:

(a) malicious software;

(b) credential theft tools;

(d) unauthorized access tools;

(e) unlawful surveillance systems;

(f) unlawful discriminatory systems;

(g) fraudulent systems;

(h) deceptive systems; or

(i) systems intended to violate applicable law or cause harm to individuals, organizations, or infrastructure.

15.4 Enforcement

Prerun reserves the right to investigate suspected violations of this Section and take any action reasonably necessary to protect the Services, customers, users, infrastructure, and third parties.

Such action may include suspension, restriction, removal of content, revocation of access, or termination of Accounts.

16. SECURITY

16.1 Security Measures

Prerun maintains administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Content.

Such safeguards may include:

(a) encryption in transit;

(b) authentication controls;

(d) audit logging;

(e) monitoring systems;

(f) rate limiting;

(g) backup procedures;

(h) infrastructure protections; and

(i) access management controls.

16.2 No Absolute Security Guarantee

Customer acknowledges that no method of transmission, storage, processing, or security control is completely secure.

Accordingly, Prerun does not guarantee that unauthorized access, data loss, system compromise, security incidents, or other cybersecurity events will never occur.

16.3 Customer Responsibilities

Customer is responsible for implementing appropriate safeguards within its own environment, including:

(a) credential management;

(b) user access controls;

(d) workforce training;

(e) internal security policies; and

(f) protection of systems connected to the Services.

17. CLOUDFLARE TURNSTILE AND ABUSE PREVENTION

17.1 Security Technologies

Prerun utilizes technologies designed to protect the Services from spam, automated abuse, credential attacks, denial-of-service attacks, fraudulent activity, and malicious automation.

Such technologies may include Cloudflare Turnstile and related security services.

17.2 Third-Party Processing

Customer acknowledges that technical, browser, device, network, and security-related information may be processed by third-party security providers for purposes of bot detection, fraud prevention, abuse prevention, and platform protection.

17.3 Turnstile Documentation

Additional information regarding Cloudflare Turnstile is available through:

Cloudflare Turnstile Privacy Addendum:

https://www.cloudflare.com/turnstile-privacy-policy/

Cloudflare Privacy Policy:

https://www.cloudflare.com/privacypolicy/

Prerun's collection and use of information is further described in the Privacy Policy.

18. AVAILABILITY AND SERVICE CHANGES

18.1 Continuous Improvement

Prerun continuously develops, improves, and evolves the Services.

Accordingly, Prerun may modify, enhance, replace, suspend, discontinue, or remove portions of the Services at any time.

18.2 Maintenance

Prerun may perform scheduled or emergency maintenance at any time.

Maintenance may result in temporary interruptions, degraded functionality, or temporary unavailability of portions of the Services.

18.3 Service Levels

Unless expressly stated in a separate written Service Level Agreement or Enterprise Agreement executed by Prerun, the Services are provided on an "as available" basis and no uptime commitment or service level guarantee is provided.

19. BETA FEATURES

19.1 Beta Functionality

Prerun may make available beta, preview, experimental, pilot, early access, or pre-release functionality ("Beta Features").

19.2 Nature of Beta Features

Beta Features may:

(a) be incomplete;

(b) contain defects;

(d) produce inaccurate outputs;

(e) change significantly; or

(f) be discontinued without notice.

19.3 No Warranty

Beta Features are provided solely for evaluation purposes and are provided "as is" without warranties of any kind.

Use of Beta Features is entirely at Customer's own risk.

20. BILLING AND PAYMENT

20.1 Subscription Fees

Paid Services are billed in advance on a recurring basis unless otherwise specified in an Order Form, Enterprise Agreement, or other written agreement.

20.2 Authorization

Customer authorizes Prerun and its payment processors to charge all applicable fees to the designated payment method.

20.3 Fees

Fees may include:

(a) subscription fees;

(b) usage-based fees;

(d) credit purchases;

(e) overage charges;

(f) professional services fees; and

(g) applicable taxes.

20.4 Taxes

Customer is responsible for all applicable taxes, duties, levies, assessments, and governmental charges, excluding taxes based solely upon Prerun's income.

20.5 Nonpayment

Failure to pay amounts due may result in:

(a) suspension of Services;

(b) restriction of functionality;

(d) downgrade of services; or

(e) termination of the Account.

20.6 No Refunds

Except as required by applicable law or expressly stated in writing by Prerun, fees are non-refundable.

21. INTELLECTUAL PROPERTY RIGHTS

21.1 Ownership of Services

Prerun and its licensors retain all right, title, and interest in and to the Services, including:

(a) software;

(b) APIs;

(d) user interfaces;

(e) documentation;

(f) designs;

(g) trademarks;

(h) logos;

(i) branding;

(j) source code;

(k) technology; and

(l) all related intellectual property rights.

21.2 Reservation of Rights

Except for the limited rights expressly granted under these Terms, no rights are granted to Customer.

All rights not expressly granted are reserved by Prerun.

21.3 Restrictions

Customer shall not:

(a) copy the Services;

(b) modify proprietary software;

(d) remove proprietary notices;

(e) attempt to access source code; or

(f) reverse engineer the Services except where prohibited by applicable law.

22. COPYRIGHT INFRINGEMENT AND DMCA NOTICES

22.1 Copyright Policy

Prerun respects the intellectual property rights of others and expects users of the Services to do the same.

22.2 Copyright Complaints

If you believe that content made available through the Services infringes your copyright, you may submit a written notice containing:

(a) identification of the copyrighted work claimed to be infringed;

(b) identification of the allegedly infringing material;

(d) your contact information;

(e) a statement of good-faith belief that the use is unauthorized; and

(f) a statement under penalty of perjury that the information provided is accurate and that you are authorized to act on behalf of the copyright owner.

22.3 DMCA Notices

legal@prerun.ai

22.4 Repeat Infringers

Prerun reserves the right to remove allegedly infringing content and terminate repeat infringers where appropriate. Notice-and-takedown procedures are commonly used by online service providers seeking to comply with the DMCA framework.

23. FEEDBACK

23.1 Feedback License

If Customer provides comments, suggestions, recommendations, ideas, enhancement requests, or other feedback relating to the Services ("Feedback"), Customer grants Prerun a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, incorporate, publish, distribute, and otherwise exploit such Feedback without restriction or compensation.

23.2 No Obligation

Prerun shall have no obligation to implement or respond to Feedback.

24. CONFIDENTIALITY

24.1 Confidential Information

Each party may receive confidential or proprietary information from the other party.

"Confidential Information" means non-public information disclosed by one party to the other that reasonably should be understood as confidential.

24.2 Protection Obligations

Each party shall:

(a) use Confidential Information solely for purposes related to these Terms;

(b) protect Confidential Information using reasonable care; and

24.3 Exclusions

Confidential Information shall not include information that:

(a) is publicly available through no fault of the receiving party;

(b) was lawfully known prior to disclosure;

(d) was lawfully obtained from a third party.

24.4 Required Disclosures

Nothing in these Terms prevents disclosure where required by law, court order, governmental request, or regulatory requirement.

25. SUSPENSION AND TERMINATION

25.1 Suspension Rights

Prerun may suspend or restrict access to the Services immediately if:

(a) Customer violates these Terms;

(b) payment obligations remain unpaid;

(d) fraudulent activity is suspected;

(e) required by law; or

(f) reasonably necessary to protect the Services, users, infrastructure, or third parties.

25.2 Termination by Customer

Customer may terminate its subscription in accordance with applicable account settings, Order Forms, Enterprise Agreements, or subscription terms.

25.3 Termination by Prerun

Prerun may terminate these Terms or Customer's access to the Services upon notice where permitted by law.

25.4 Effect of Termination

Upon termination:

(a) Customer's access rights shall cease;

(b) API credentials may be revoked;

(d) Customer Content may be deleted in accordance with applicable retention policies; and

(e) outstanding payment obligations shall survive.

25.5 Survival

The following provisions shall survive termination or expiration:

(a) intellectual property rights;

(b) confidentiality obligations;

(d) payment obligations;

(e) limitation of liability provisions;

(f) dispute resolution provisions;

(g) governing law provisions;

(h) ownership provisions;

(i) license grants;

(j) disclaimer of warranties;

(k) class action waiver provisions;

(l) data ownership provisions; and

(m) any provision which by its nature should survive termination. Survival clauses are a standard component of SaaS agreements and typically preserve ownership, confidentiality, liability, and payment obligations after termination.

26. DISCLAIMER OF WARRANTIES

26.1 Services Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

26.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRERUN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:

(a) MERCHANTABILITY;

(b) FITNESS FOR A PARTICULAR PURPOSE;

(d) NON-INFRINGEMENT;

(e) ACCURACY;

(f) RELIABILITY;

(g) AVAILABILITY;

(h) SECURITY; AND

(i) PERFORMANCE.

26.3 No Warranty of Uninterrupted Service

PRERUN DOES NOT WARRANT THAT:

(a) THE SERVICES WILL BE UNINTERRUPTED;

(b) THE SERVICES WILL BE ERROR-FREE;

(d) THE SERVICES WILL ALWAYS BE AVAILABLE;

(e) DEFECTS WILL BE CORRECTED;

(f) RESULTS WILL BE ACCURATE;

(g) RESULTS WILL BE COMPLETE; OR

(h) RESULTS WILL BE CURRENT.

26.4 AI AND CERTIFICATION DISCLAIMER

WITHOUT LIMITING THE FOREGOING, PRERUN MAKES NO WARRANTY REGARDING:

(a) AI-GENERATED OUTPUTS;

(b) CERTIFICATION RESULTS;

(d) VALIDATION RESULTS;

(e) KNOWLEDGE RECOMMENDATIONS;

(f) BENCHMARKING RESULTS;

(g) AGENT PERFORMANCE;

(h) REGULATORY COMPLIANCE DETERMINATIONS; OR

(i) DEPLOYMENT OUTCOMES.

CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE, MISLEADING, INCOMPLETE, OR UNEXPECTED RESULTS.

CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, VALIDATING, AND APPROVING ALL OUTPUTS BEFORE RELYING UPON THEM.

26.5 THIRD-PARTY SERVICES DISCLAIMER

PRERUN MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES, THIRD-PARTY MODELS, THIRD-PARTY PLATFORMS, THIRD-PARTY INTEGRATIONS, OR THIRD-PARTY CONTENT.

27. LIMITATION OF LIABILITY

27.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRERUN, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, OR AGENTS BE LIABLE FOR ANY:

(a) INDIRECT DAMAGES;

(b) INCIDENTAL DAMAGES;

(d) EXEMPLARY DAMAGES;

(e) PUNITIVE DAMAGES;

(f) CONSEQUENTIAL DAMAGES;

(g) LOSS OF PROFITS;

(h) LOSS OF REVENUE;

(i) LOSS OF BUSINESS;

(j) LOSS OF GOODWILL;

(k) LOSS OF DATA;

(l) LOSS OF USE;

(m) BUSINESS INTERRUPTION; OR

(n) COST OF SUBSTITUTE SERVICES.

27.2 COVERED CLAIMS

THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO:

(a) THE SERVICES;

(b) CUSTOMER CONTENT;

(d) CERTIFICATION RESULTS;

(e) READINESS ASSESSMENTS;

(f) MCP SERVICES;

(g) API SERVICES;

(h) PUBLIC PUBLISHING FUNCTIONALITY;

(i) SECURITY INCIDENTS;

(j) SERVICE INTERRUPTIONS;

(k) THIRD-PARTY SERVICES; AND

(l) INTEGRATION FAILURES.

27.3 LIABILITY CAP

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRERUN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED UNITED STATES DOLLARS (US $100); OR

(b) THE TOTAL FEES PAID BY CUSTOMER TO PRERUN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

27.4 BASIS OF BARGAIN

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES.

28. INDEMNIFICATION

28.1 CUSTOMER INDEMNIFICATION

CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PRERUN AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND AGENTS FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, FINES, PENALTIES, AND REASONABLE ATTORNEYS' FEES ARISING OUT OF OR RELATING TO:

(a) CUSTOMER'S USE OF THE SERVICES;

(b) CUSTOMER CONTENT;

(d) CUSTOMER'S VIOLATION OF THESE TERMS;

(e) CUSTOMER'S VIOLATION OF APPLICABLE LAW;

(f) CUSTOMER'S VIOLATION OF THIRD-PARTY RIGHTS;

(g) INTELLECTUAL PROPERTY CLAIMS ARISING FROM CUSTOMER CONTENT;

(h) PRIVACY CLAIMS ARISING FROM CUSTOMER CONTENT;

(i) REGULATORY INVESTIGATIONS ARISING FROM CUSTOMER'S CONDUCT;

(j) AI SYSTEMS DEPLOYED BY CUSTOMER;

(k) WORKFLOWS CREATED BY CUSTOMER; OR

(l) INTEGRATIONS CONFIGURED BY CUSTOMER.

28.2 DEFENSE AND CONTROL

PRERUN MAY ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION.

29. EXPORT CONTROLS AND SANCTIONS

29.1 COMPLIANCE

CUSTOMER SHALL COMPLY WITH ALL APPLICABLE EXPORT CONTROL LAWS, SANCTIONS PROGRAMS, TRADE RESTRICTIONS, AND IMPORT REGULATIONS.

29.2 RESTRICTED PARTIES

CUSTOMER REPRESENTS AND WARRANTS THAT NEITHER CUSTOMER NOR ANY AUTHORIZED USER:

(a) IS LOCATED IN A SANCTIONED JURISDICTION;

(b) APPEARS ON A GOVERNMENT RESTRICTED PARTY LIST;

(d) WILL USE THE SERVICES IN VIOLATION OF EXPORT CONTROL LAWS.

29.3 SUSPENSION RIGHTS

PRERUN MAY SUSPEND OR TERMINATE ACCESS WHERE REASONABLY NECESSARY TO COMPLY WITH EXPORT CONTROL OR SANCTIONS REQUIREMENTS.

30. GOVERNMENT USE

The Services and Documentation constitute commercial computer software and commercial computer software documentation developed exclusively at private expense.

Any use, reproduction, release, modification, disclosure, or transfer by a governmental entity shall be governed solely by these Terms and applicable procurement laws.

31. COMPLIANCE, PRIVACY, DPA, AND SUBPROCESSORS

31.1 GENERAL COMPLIANCE

Each party shall comply with applicable laws and regulations relating to its activities under these Terms.

31.2 CUSTOMER COMPLIANCE RESPONSIBILITIES

Customer acknowledges that use of the Services alone does not guarantee compliance with:

(a) GDPR;

(b) UK GDPR;

(d) CPRA;

(e) HIPAA;

(f) FINRA requirements;

(g) SEC requirements;

(h) industry-specific regulations; or

(i) international privacy laws.

Customer remains solely responsible for determining its compliance obligations.

31.3 CONTROLLER AND PROCESSOR ROLES

To the extent Personal Data is processed through the Services:

(a) Customer acts as Controller, Business, or equivalent designation under applicable law;

(b) Prerun acts as Processor, Service Provider, or equivalent designation under applicable law;

(d) Prerun processes Personal Data solely for the purpose of providing the Services and pursuant to Customer instructions as reflected in these Terms, the Privacy Policy, and the applicable DPA.

31.4 PRIVACY POLICY, DPA, TRUST CENTER, AND SUBPROCESSORS

The following documents are incorporated into these Terms by reference:

(a) Privacy Policy;

(b) Data Processing Addendum ("DPA");

(d) Trust Center documentation;

(e) AI Usage and Transparency Policy, if published;

(f) Acceptable Use Policy; and

(g) applicable security documentation.

Current versions are available at:

Data Processing Addendum:
https://www.prerun.ai/legal/dpa

Subprocessor List:
https://www.prerun.ai/legal/subprocessors

Trust Center:
https://www.prerun.ai/resources/trust-center

31.5 SUBPROCESSORS

Customer generally authorizes Prerun to engage subprocessors in connection with providing the Services.

Prerun shall:

(a) maintain a current Subprocessor List;

(b) impose data protection obligations on subprocessors that are substantially similar to those applicable to Prerun under the DPA;

(c) remain responsible for the performance of subprocessors to the extent required by applicable law and contractual obligations; and

(d) update the Subprocessor List as subprocessors are added, removed, or modified.

31.6 DPA PRECEDENCE

Where applicable, the DPA shall govern Personal Data processing activities performed by Prerun on behalf of Customer.

In the event of a conflict between these Terms and an executed DPA with respect to Personal Data processing obligations, the DPA shall control.

32. FORCE MAJEURE

32.1 FORCE MAJEURE EVENTS

Prerun shall not be liable for delays, interruptions, failures, or degradation of performance resulting from causes beyond its reasonable control.

Such events may include:

(a) natural disasters;

(b) severe weather;

(d) terrorism;

(e) civil unrest;

(f) labor disputes;

(g) governmental actions;

(h) utility failures;

(i) internet outages;

(j) cloud provider outages;

(k) telecommunications failures;

(l) cybersecurity incidents; and

(m) supply chain disruptions.

33. ELECTRONIC COMMUNICATIONS

Customer consents to receiving communications electronically, including legal notices, billing communications, security notifications, and service updates.

34. ASSIGNMENT

Customer may not assign these Terms without Prerun's prior written consent.

Prerun may assign these Terms in connection with a merger, acquisition, financing, restructuring, or sale of assets.

35. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Maine, without regard to conflict of law principles.

36. VENUE AND JURISDICTION

Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Cumberland County, Maine.

Each party consents to the jurisdiction of such courts.

37. CLASS ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY.

CUSTOMER AGREES NOT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR SIMILAR PROCEEDING AGAINST PRERUN.

38. SEVERABILITY

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

39. NO WAIVER

No failure or delay by Prerun in exercising any right shall operate as a waiver of that right.

40. ORDER OF PRECEDENCE

In the event of a conflict among governing documents, the following order shall apply:

Enterprise Agreement;
Order Form;
Executed DPA;
These Terms;
Privacy Policy;
Subprocessor List;
Other incorporated policies.

41. ENTIRE AGREEMENT

These Terms, together with all incorporated documents, constitute the complete and exclusive agreement between the parties regarding the Services.

Any purchase order, procurement document, vendor onboarding document, portal submission, or customer-generated terms shall have no effect unless expressly agreed in writing by an authorized representative of Prerun. Enterprise SaaS agreements commonly exclude conflicting procurement terms and rely on a hierarchy of governing documents.

42. CHANGES TO THESE TERMS

Prerun may revise these Terms from time to time.

Material changes may be communicated through the Services, email, account notifications, or other reasonable means.

Continued use of the Services following the effective date of revised Terms constitutes acceptance of the revised Terms.

43. CONTACT INFORMATION

Prerun AI, LLC

State of Maine, United States

Legal Notices:
legal@prerun.ai

Privacy Requests:
privacy@prerun.ai

Support:
support@prerun.ai

Website:
https://www.prerun.ai

44. ACKNOWLEDGEMENT AND ACCEPTANCE

BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, CONNECTING AN INTEGRATION, ACCESSING AN API OR MCP ENDPOINT, PURCHASING A SUBSCRIPTION, OR OTHERWISE INTERACTING WITH THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE.

CUSTOMER FURTHER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED OR HAS BEEN PROVIDED ACCESS TO:

(a) THE PRIVACY POLICY;

(b) THE DATA PROCESSING ADDENDUM;

(d) THE ACCEPTABLE USE POLICY;

(e) THE TRUST CENTER; AND

(f) OTHER DOCUMENTS INCORPORATED BY REFERENCE.

THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND PRERUN AI, LLC.