Effective Date:  [ 4/2/2025 ]

Prophia Abstract™ Services Agreement

This Subscription Agreement (the “Agreement”) is made and entered into by and between Prophia, Inc., a Delaware corporation, whose principal place of business is at 2443 Fillmore St #380-5953, San Francisco, CA 94115 (“Prophia” or “we”) and the entity agreeing to these terms (“Customer” or “you”).  The Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept and no licenses will be granted under this Agreement.  By submitting lease or tenant data or using the Service, Customer further assents to this Agreement. This Agreement governs Customer's access to and use of the Service. This Agreement (including the ordering details and Exhibits) represents the full agreement of the parties; different terms of any related purchase order or similar form will have no effect or force even if signed by the parties after the Effective Date.  

 

1. Definitions

 

a. “End User” means the user of the Prophia Abstract at Customer.  For purposes of clarification, if Customer is an independent contractor or other individual, the End User is also the Customer.  Where Customer is an entity, the End User is the employee of Customer.

 

b. “Input(s)” means Customer submissions to Prophia Abstract, such as leases.

 

c. “Output(s)” means the responses generated by the Prophia Abstract, which may include responses such as reports or summaries of lease terms.

 

d. “Customer Content” means Inputs and Outputs.

 

e. “Prophia Abstract” means Prophia’s AI-powered service to provide summaries of commercial real estate documents and information.

 

2. Prophia’s Services and Security Commitment

 

a. Subject to the terms of this Agreement, Prophia will use commercially reasonable efforts to provide Customer the Prophia Abstract services.  

b. Prophia will use nationally-recognized foundational model providers with reputational incentives to have strong security in place.  Examples of such foundational model providers are Anthropic, OpenAI, AWS, Microsoft, Google, GitHub, Cohere, and Meta.

 

3. Prophia’s Confidentiality Commitment

 

Customer acknowledges and agrees that third-party foundational models are rapidly evolving and the terms around data usage are subject to change.

 

4. Data, Content, and Rights of Parties

a. The Output that is generated using Prophia Abstract is Customer Content. Due to the nature of machine learning, Output may not be unique across customers.  Prophia Abstract may generate the same or similar results across customers.  Our grant of Output to you does not extend to other users’ output or any content delivered from a third party offering nor does it indicate that intellectual property or data rights are available.

b. Feedback. If Customer decides, in its sole discretion, to provide Prophia or its third-party model providers with feedback regarding Prophia Abstract, we may use that feedback at our own risk and without obligation, restriction, or compensation to Customer.  For purposes of this paragraph, “we” and “our” means Prophia and its foundational model providers.

 

5. Customer Obligations & Prohibitions

 

a. You will not use Prophia Abstract or the Outputs to take any actions toward making or to make consequential decisions affecting individuals or in a manner that could impact a person’s civil liberties or equivalent human rights (as these terms are defined by applicable laws) (collectively, “Consequential Decision making”), such as to determine who receives or is eligible for housing, insurance, or a mortgage.  

  

b. Prophia Abstract and the Outputs are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage. 

 

c. You are responsible for: (a) providing legally adequate privacy notices to individuals whose information you provide us and End Users of your products or services that use any Prophia Abstract and (b) obtaining any necessary consent for the processing of Customer Content and the storage, use, and transfer of Customer Content as described under this Agreement. You are responsible for notifying us in the event that any Customer Content stored by Prophia Abstract must be deleted under applicable law. 

 

d. You must not and your End Users must not (and you will not allow any third party to): 
    1. use the Output in circumstances when you knew, or should have known, that it was likely to infringe third party rights;
    2. practice a patented invention contained in an Output;
    3. infringe a trademark by using an Output in trade or commerce;
    4. use Prophia Abstract to, directly or indirectly, develop or improve a similar or competing product or service to that of Prophia or any foundational model provider, including to train competing AI models. ; 
    5. modify, translate, or create derivative works based on Prophia Abstract or the Outputs; 
    6. or remove any proprietary notices or labels on Outputs.

 

e. You (and your End Users) must:
    1. have the necessary rights to all your Inputs and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Prophia Abstract;
    2. implement all mitigations required by the product documentation of Prophia or the foundational model provider;
    3. use the Prophia Abstract within the licensed scope;
    4. stop using Output after you receive notice from us or on our behalf to stop using it;
    5. Comply with applicable law ;
    6. Only use Prophia Abstract in the countries and regions Prophia and its foundational model providers currently supports.  Contact us for a current list;
    7. You must comply with all applicable trade laws, including sanctions and export control laws. Prophia Abstract may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Prophia Abstract may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

 

6. Provenance Data. Output generated by Prophia Abstract may include information such as metadata, digital signatures, or watermarks to identify it is generated using a generative artificial intelligence model ("Provenance Data"), as indicated in applicable documentation. Neither you nor any End User may modify, tamper with, remove, obscure, or otherwise alter such Provenance Data. 

 

7. Confidentiality

 

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Prophia includes non-public information regarding features, functionality and performance of Prophia Abstract. Proprietary Information of Customer includes non-public data provided by Customer as Inputs, namely information in lease agreements and other tenant-related documents. The Receiving Party shall: (i) take reasonable precautions to protect such Proprietary Information, and (ii) not use (except in performance of the Prophia Abstract or as otherwise permitted herein or in writing) or divulge any third person any Proprietary Information. The foregoing shall not apply with respect to any information that no longer qualifies as a trade secret under U.S. federal or California law or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

 

8. Term and Termination

 

a. Subject to earlier termination as provided below, this Agreement is for 1 year (“Initial Term”). which shall be automatically renewed for additional periods of 1 year each (“Renewal Term”) unless either party notifies the other party in writing at least 30 days prior to the end of the then-current term that they wish to terminate the agreement.  

b. In addition to any other remedies it may have, either party may also terminate this Agreement upon 30 days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full all Fees up to and including the last day on which any services are provided. 

c. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

 

9. AI-Specific Indemnity

 

a. You agree to indemnify, defend, and hold us and our affiliates and licensors including foundational model providers and each of the foregoing’s personnel, successors, and assigns harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim related to (a) use of Prophia Abstract in violation of this Agreement, (b) Customer Content or Inputs.

 

b. If we reasonably believe that all or any portion of Prophia Abstract  is likely to become the subject of any infringement claim, we may at our sole option (x) procure, at our expense, the right for you to continue using the Prophia Abstract in accordance with this Agreement, (y) replace or modify the allegedly infringing Prophia Abstract so it is non-infringing, or (z), if (x) and (y) are not commercially practicable, we may, in our sole discretion, terminate this Agreement upon written notice to you and refund any prepaid amounts for unused  use of Prophia Abstract. You will promptly comply with all reasonable instructions we provide you with respect to (x) and (y), including any instruction to replace, modify, or cease use of an impacted Prophia Abstract.

 

c. A party seeking indemnity or other remedy under this provision will provide the other party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim (including preserving and sharing the applicable Customer Content). THE REMEDIES IN THIS SECTION (AI-SPECIFIC INDEMNITY) ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY THIRD PARTY CLAIM THAT PROPHIA ABSTRACT OR CUSTOMER CONTENT OR INPUT INFRINGE INTELLECTUAL PROPERTY RIGHTS.

 

d. No intellectual property-related indemnity or other indemnity in any other agreements between the parties applies to Prophia Abstract.

 

11. Disclaimers

 

a. Limitations of Outputs; Notice to Users. It is the Customer's responsibility to evaluate whether Outputs are accurate and appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its End Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. As between the parties, Customer is solely responsible for ensuring the suitability, accuracy, quality, security, legality, and reliability of Inputs including, without limitation, Outputs that embody, in whole or in part, Inputs provided by or on behalf of Customer.  Under no circumstances will Prophia be liable in any way for any Outputs or for any loss or damage of any kind incurred as a result of Customer’s interaction with Prophia Abstract.  Customer further acknowledges that Outputs may contain content inconsistent with Prophia’s and the foundational model providers’ views.

 

b. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) PROPHIA AND ITS FOUNDATIONAL MODEL PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. PROPHIA AND ITS FOUNDATIONAL MODEL PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. PROPHIA AND ITS FOUNDATIONAL MODEL PROVIDERS DO NOT WARRANT, AND DISCLAIM THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED OR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH PROPHIA AND ITS FOUNDATIONAL MODEL PROVIDERS.

 

12. Limits on Liability

 

a. The liability of each party, and its affiliates and licensors, for any damages arising out of or related to this Agreement (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees actually paid by Customer for Prophia Abstract in the previous 12 months.


b. The limitations of liability in this Section (Limits on Liability) do not apply to obligations under Sections 5 and 7 (AI-Specific Indemnity).

c. THE LIMITATIONS OF LIABILITY IN THIS SECTION (LIMITS ON LIABILITY) APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (C) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (D) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

d. The parties agree that they have entered into these Terms in reliance on the terms of this Section (Limits on Liability) and these terms form an essential basis of the bargain between the parties.

 

13. Miscellaneous

 

a. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable, or sublicensable by Customer except with Prophia’s prior written consent.  Prophia may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete (including all Exhibits) and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.  All waivers and modifications must be in a writing signed by both parties, except as otherwise provided in this Agreement.  No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Prophia in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws’ provisions.  The parties agree to the exclusive jurisdiction of the state and federal courts in San Francisco, California (except for the enforcement of intellectual property rights via injunction which may be sought in any court of competent jurisdiction). The United Nations Convention on the International Sale of Goods does not apply.

b. Any required notices included in this Agreement may be delivered via email. 

c. Amendment and Modification.  Prophia may update this Agreement at any time, to be effective 30 days after the updates are posted by Prophia or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. 

d. U.S. Federal Agency Entities. Prophia Abstract was developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements.