Terms of Service

PLEASE READ THESE TERMS CAREFULLY.

Welcome to Prohana. These terms of service (“Terms,” “Terms of Service” or “Agreement”), together with the accompanying privacy policy at https://prohana.ai/privacy-policy(“Privacy Policy”), govern the use and access to the Prohana platform (“Site”) and the associated collection, use, and disclosure of personal data in the course of its services, tools, and related offerings (“Services”).

The Services are exclusive of outside websites or platforms which may be linked or interconnected to the Services. Such outside platforms may have their own terms of service, which control for all interactions with those platforms.

Before using the Services, make sure that you read and understand all of these Terms and our Privacy Policy. Your use of the Services in any way, whether through our Site or a third-party platform, signifies that you agree and are bound to all of these Terms of Service, and these Terms will remain in effect while you use the Services. Prohana may make changes to the Terms from time to time. You understand and agree that if you use the Services or access the Site, Prohana will treat your continued use of the Services or access of the Site as acceptance of the updated Terms.

Prohana, Inc. (“Prohana,” “we,” and “us”) is an AI-powered professional networking and career development platform. The Service enables users to build structured professional networks, set and pursue professional goals, and receive AI-generated plans, tasks, and insights designed to support and develop meaningful professional relationships and foster career advancement. The Service includes AI-powered planning and task generation and related tools for managing professional connections and goals.

We’ve aimed to keep this document as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese.” By using the Site, you are agreeing to these terms.

1. Definitions

1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “Authorized Payment Method” means a payment method accepted by us, as may be updated from time to time.

1.3 “Beta Features” means any features, tools, or functionalities of the Services that are designated by Prohana as “beta,” “preview,” “early access,” “alpha,” or with similar designations, including (but not limited to) features made available during any testing period of the product or features. Beta Features are provided for testing and evaluation purposes only, may not be feature-complete, and may be modified or discontinued at any time without notice.

1.4 “Beta Period” means any period during which Prohana makes the Services or any portion thereof available on a limited, pre-release basis, including any closed alpha or open beta testing phase as described on the Site or communicated to users directly.

1.5 “Confidential Information” means all confidential information disclosed by a party or its Affiliates (“Disclosing Party”) to another party (“Receiving Party”), whether orally or in writing, that is designated as confidential, or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, User Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

1.6 “Cookies” are small pieces of data stored on your device (computer or mobile device).

1.7 “Data Controller” means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed. For the purpose of the Prohana Terms of Service and Privacy Policy, we are a Data Controller of your Personal Data.

1.8 “Data Processor (or Service Provider)” means any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.

1.9 “Data Subject (or User)” is any living individual who is using our Services and is the subject of Personal Data.

1.10 “Feedback” means feedback, suggestions, or recommendations regarding the Services.

1.11 “Integration” means any third-party application, platform, or service that you connect to the Services.

1.12 “Meeting Data” means any information generated through or in connection with meetings facilitated or tracked through the Services, including call transcripts captured by automated notetakers, meeting notes entered by Users, and any summaries or follow-up tasks generated therefrom.

1.13 “Network Contact” means any individual whose name, email address, relationship information, or other personal data is input by a User into the Services in connection with building or managing their professional network.

1.14 “Personal Data” means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).

1.15 “Prohana Content” means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, images, and tags that we incorporate into the Services or the Site.

1.16 “Usage Data” is data collected automatically either generated via use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

1.17 “User Data” means all information that you input via the Services or make available to Prohana in the course of the Services. User Data does not include Prohana Content.

1.18 “User Outputs” means the AI-generated plans, tasks, recommendations, meeting summaries, and other content produced by the Services based on User Data.

1.19 “You”, “your” or “User” means the person or entity using the Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the User and your Affiliates included in the scope of your purchase.

2. Use of Services and Standards

2.1 Eligibility

Subject to these Terms, Prohana gives you the non-transferable permission to use the Services. All Users need to agree to these Terms in order to use the Services. For avoidance of doubt, use of the Services or the Site constitutes acceptance of these Terms. To be eligible to use the Services, you must be at least 18 years old. You may no longer use the Services if Prohana revokes your access.

2.2 Access

We will provide Users access to use the Services as described in these terms. This includes the right to use the software associated with the Services as part of your authorized use. The rights granted to you in this section are non-exclusive, non-sublicensable and non-transferable. You must ensure that all access, use and receipt is subject to and in compliance with these terms.

2.3 Restrictions

You may not use or try to use anyone else’s account on the Services without their specific permission. You may not break the law while using the Services. Except as otherwise expressly permitted in this Agreement, you will not: (i) reproduce, modify, adapt or create derivative works of the Services, or remove any marks showing proprietary ownership from materials you download from the Services; (ii) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to an unauthorized third party; (iii) use the Services for the benefit of any third party; (iv) incorporate any of the Services into a product or service you provide to a third party; (v) disable, interfere with or otherwise circumvent mechanisms in the Services intended to limit your use; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (vii) remove or obscure any proprietary or other notices contained in the Services; (viii) impersonate others through the Services; (ix) strain the infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems we use to provide the Services; (x) use the Services for competitive analysis or to build competitive products; (xi) use the Services to develop, train, or improve any machine learning model or artificial intelligence system, except as expressly permitted by the Services; (xii) input the Personal Data of any Network Contact without a lawful basis and a good faith belief that such input is consistent with your relationship with that individual and any applicable law; or (xiii) encourage or assist any third party to do any of the foregoing.

2.4 Content Standards

You may not engage in conduct or submit content to the Services that is illegal, offensive, or otherwise harmful to others. This includes conduct or content that is harassing, inappropriate, or abusive. You may not engage in conduct or submit content to the Services that violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches agreements you have with others. You may not submit content to the Services containing malicious computer code, such as computer viruses or spyware. You may not submit content to the Services as a mere placeholder to hold a particular address, username, or other unique identifier. You may not redistribute content from the Services unless such content is specifically designated for redistribution.

2.5 Network Contacts

When you add a Network Contact to the Services, you represent and warrant that: (i) you have a legitimate, good-faith professional relationship with that individual; (ii) any Personal Data you input about that individual is accurate to the best of your knowledge; and (iii) your use of that individual’s Personal Data through the Services complies with all applicable laws and regulations, including any applicable data protection or privacy laws. You acknowledge that Prohana is not responsible for any consequences arising from your input of inaccurate, unauthorized, or unlawful data relating to Network Contacts.

2.6 Shared Notes

If two Users are mutual connections within the Services, certain notes or information may be visible to both Users in connection with a shared connection (“Shared Notes”). By enabling or contributing to Shared Notes, you consent to your notes being visible to the other connected User(s) and acknowledge that Prohana does not control what connected Users may do with such Shared Notes once accessed.

2.7 Free and Beta Services

If you or any User receive access to any Services free of charge (including, without limitation, any trial, proof of concept, or zero-cost subscription) or receive access to any Beta Features or any Services during a Beta Period (collectively, “Free or Beta Services”), you acknowledge and agree that such Free or Beta Services are provided on an “AS-IS” and “AS-AVAILABLE” basis, without any representations, warranties, support, maintenance, service level commitments, or other obligations of any kind from Prohana. Prohana makes no guarantees regarding the availability, reliability, accuracy, or completeness of any Free or Beta Services, and any use thereof is at your sole risk. Unless otherwise expressly agreed in writing, Prohana may modify, suspend, or terminate your access to any Free or Beta Services at any time and for any reason, with or without notice, which may include the permanent deletion of any User Data or User Outputs associated with such Free or Beta Services. Prohana shall have no liability to you or any third party for any modification, suspension, termination, or deletion in connection with Free or Beta Services. You acknowledge and agree that all information relating to Free or Beta Services constitutes Confidential Information of Prohana as defined in Section 1.5 and is subject to the confidentiality obligations set forth in Section 9. Without limiting the foregoing, you shall not disclose, publish, blog, or otherwise make publicly available any details regarding Beta Features or Free or Beta Services, including any benchmarks, performance data, or screenshots, without Prohana’s prior written consent.

3. Third-Party Integrations and AI Services

3.1 Third-Party Integrations

The Services may permit you to connect third-party accounts and platforms through OAuth or other authentication protocols, such as calendar services, video conferencing providers, and automated notetaking or transcription services (collectively, “Integrations”). By enabling an Integration, you authorize Prohana to access, retrieve, and process data from your connected third-party accounts solely to the extent necessary to provide the Services to you.

3.2 Scope of Integration Access

Prohana accesses your connected third-party accounts only to the degree authorized by you through the relevant OAuth or authentication flow. You may revoke Prohana’s access to any Integration at any time through your account settings or through the relevant third-party platform. Revoking access to an Integration may limit certain features or functionality of the Services.

3.3 Third-Party Terms

Each Integration is subject to the applicable terms of service and privacy policies of the relevant third-party provider. Prohana is not responsible for the practices, policies, or conduct of any third-party platform or service, and your use of any Integration is at your own risk. Such outside platforms may have their own terms of service, which control for all interactions with those platforms.

3.4 AI Services

The Services utilize third-party artificial intelligence services, including large language model APIs, to generate plans, tasks, summaries, and other User Outputs. We will update our Privacy Policy to reflect any material changes to our AI service provider arrangements.

3.5 Data Sent to AI Services

In the course of providing the Services, certain User Data, including professional goal information, relationship notes, meeting notes, Meeting Data (including call transcripts captured by automated notetakers), voice note transcriptions, and other content you submit or that is captured on your behalf, is transmitted to third-party AI service providers for processing and to generate User Outputs. You acknowledge and consent to this transmission as part of your use of the Services. For more detail on what data is shared and how it is used, please see our Privacy Policy.

3.6 Automated Notetakers and Transcription

If you enable an automated notetaking or transcription Integration, call transcripts from video or audio meetings may be automatically captured and transmitted to the Services and to our AI service providers without further action by you during each such meeting. You are solely responsible for ensuring that all participants in any meeting or call for which you enable automated transcription have received any notice required by applicable law, and have provided any necessary consent, prior to enabling such functionality.

3.7 Voice Notes

You may submit voice notes through the Services. Voice notes are transcribed by the Services, and the resulting text is transmitted to our AI service providers for processing. By submitting a voice note, you consent to its transcription and to the transmission of the resulting transcript to our AI service providers as set forth in these Terms and the Privacy Policy.

3.8 AI Limitations

User Outputs generated by the Services are AI-generated and may contain errors, inaccuracies, or outputs that are not appropriate for your particular circumstances. User Outputs do not constitute professional advice of any kind. You are solely responsible for reviewing, evaluating, and deciding whether to act upon any User Output. Prohana does not guarantee the accuracy, completeness, or fitness for purpose of any User Output.

4. Violation of the Terms

4.1 Remedies for Violations

We, in our sole discretion, and without prior notice, may terminate your access and use of the Services, or exercise any other remedy available to us. You agree that monetary damages may not provide a sufficient remedy to us for violations of these Terms and you consent to injunctive or other equitable relief for such violations. We may release your Personal Information by operation of law if the information is necessary to address an unlawful or harmful activity against the Services. We are not required to provide any refund to you if you are suspended from the Services.

5. Fees

5.1 Fees

You may be subject to fees for your use of Prohana. A description of the way fees are calculated can be found on our website. By using the Services, you agree to pay all applicable fees. While Prohana reserves the right to adjust its pricing and fees at any time, we may provide at least thirty (30) days’ prior notice of certain changes to our pricing schedule or terms. Notwithstanding the foregoing, access provided during any Beta Period may be offered free of charge, at a reduced rate, or on other terms as communicated to you at the time of your invitation or enrollment, and such terms shall govern for the duration of that Beta Period unless otherwise updated.

5.2 Payment Terms

You must initiate payment for the charges provided through the Services or any third-party payment processor. If you do not complete the payment to our satisfaction, we will cancel your offer to conclude the purchase.

5.3 Authorized Payment Methods

You can use any available and the most convenient Authorized Payment Method as shown on our website at the time of the intended purchase. However, we do not guarantee the availability of any payment method at any moment. We may add, remove or suspend any payment method temporarily or permanently by its own discretion.

5.4 Your Representations

You represent and warrant that: (i) the payment information you supply to us is true, correct and complete; (ii) you are duly authorized to use the payment method you provide; (iii) charges incurred by you will be honored by the issuer of your payment method; and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the website at the time of your order.

5.5 No Refunds or Credits

Unless otherwise required by applicable law, we have no obligation to provide a refund or a credit. Due to the nature of the Services as a digital product, no refunds are granted without clear, justified and legitimate reasons. We will assess any refund request for Fees payable in advance on its merits and in the manner set forth in these Terms of Service.

5.6 Sales Tax

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Prohana’s income. User must pay directly, or reimburse Prohana for the amount of such sales, use, value added or other tax, tariff, duty, or assessment which Prohana is at any time obligated to pay or collect.

6. Term and Termination

6.1 Term and Renewal

Upon any access of the Services, these Terms of Service will be in full force and effect in respect of such access or use. Unless otherwise specified in writing, your subscription will automatically renew for successive one (1)-year terms at the then-current rate unless you cancel. To prevent renewal of your subscription, either party must provide thirty (30) days’ written notice of non-renewal prior to the end of the then-current term. By subscribing, you acknowledge and consent to the automatic renewal provisions set forth herein. Prohana will provide you with a clear and conspicuous reminder of the upcoming renewal and applicable charges at least thirty (30) days prior to each renewal date.

6.2 Early Cancellation

You may choose to cancel your subscription early at your convenience, provided that we will not provide any refunds.

6.3 Termination for Cause

Either party may terminate this Agreement for cause, as to the Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

6.4 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.5 Effect of Termination or Expiration

Upon termination or expiration of this Agreement, you will stop all use of the Services. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Services after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of your subscription. Fees are otherwise non-refundable. The terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate.

6.6 Data Export

Upon termination or expiration of this Agreement, Prohana shall make User Data available for export for a period of thirty (30) days following the effective date of termination or expiration (“Export Period”). You are solely responsible for exporting all such data during the Export Period. Following the expiration of the Export Period, Prohana shall have no obligation to maintain or provide access to any User Data or transaction records, and may permanently delete all data associated with your account without further notice or liability.

7. User Data

7.1 User’s Proprietary Rights

You own and retain all rights to the User Data. This Agreement does not grant us any ownership rights to User Data. However, you consent to our use of User Data in any manner that is consistent with the purpose of your use of the Services or that otherwise facilitates providing the Services to you. You grant permission to us to use the User Data only as necessary to provide the Services to you. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. More information on how we use User Data can be found in the Privacy Policy.

7.2 Network Contact Data

To the extent that User Data includes Personal Data relating to Network Contacts (i.e., individuals other than yourself), you represent and warrant that you have a lawful basis for inputting such data into the Services and that doing so does not violate any applicable law, regulation, or contractual obligation. You acknowledge that you, and not Prohana, are responsible for ensuring compliance with any applicable data protection obligations with respect to Personal Data of Network Contacts that you input into the Services.

7.3 Usage Data

We may collect information about Users when you interact with the Services as permitted by the Agreement. More information on how we use Usage Data can be found in the Privacy Policy.

7.4 AI Processing

You acknowledge that, in order to generate User Outputs, provide support, and maintain and improve the Services, Prohana may transmit certain User Data (including meeting notes, Meeting Data, voice note transcriptions, professional goals, and relationship information) to third-party AI service providers. Such transmission occurs in accordance with our Privacy Policy and the applicable terms of our AI service providers.

8. Intellectual Property

8.1 Ownership of Services and Prohana Content

This is an agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Prohana Content and the Services.

8.2 User Outputs

As between you and Prohana, you shall retain all right, title, and interest in and to User Outputs generated through your use of the Services, subject to the following: (i) User Outputs do not include any Prohana Content, underlying models, algorithms, or pre-existing intellectual property of Prohana or its third-party licensors, all of which remain the sole property of their respective owners; (ii) Prohana makes no representation or warranty regarding the accuracy, completeness, or suitability of any User Output, including without limitation any Professional Plan, task recommendation, meeting summary, or relationship strategy; (iii) you are solely responsible for evaluating and verifying all User Outputs before acting on them; and (iv) you are solely responsible for compliance with all applicable laws and regulations in connection with your use of User Outputs. For the avoidance of doubt, nothing in this Agreement shall be construed as granting you any right, title, or interest in or to the AI models, training data, or proprietary technology used to generate User Outputs.

8.3 Feedback

We encourage Users to submit Feedback. If you submit Feedback, you hereby assign all rights, title, and interest in and to the Feedback to Prohana. To the extent that any such rights cannot be assigned, you grant Prohana an irrevocable, worldwide, perpetual, royalty-free, and fully transferable license to use, modify, distribute, and incorporate the Feedback into the Services or any other products, offerings, or services without any compensation or obligation to you. You acknowledge and agree that Prohana has no obligation to implement any Feedback and that any use of Feedback is at its sole discretion.

8.4 Restrictions on Use of Intellectual Property

Neither you nor any User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works); (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (d) use scraping techniques to mine or otherwise scrape data except as permitted by a plan; or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use Prohana Content unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

9. Confidentiality

9.1 Obligations

The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9.2 Certain Disclosures

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

10. Disclaimers

10.1 Disclaimer of Warranties and Liability

WE DO NOT MAKE ANY ASSURANCES THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICES OR ANY CONTENT, SEARCH OR LINK THEREIN. THE SERVICES ARE PROVIDED ON AN ‘AS-IS’ AND ‘AS-AVAILABLE’ BASIS. WE DO NOT MAKE ANY ASSURANCES THAT FILES ACCESSED OR DOWNLOADS FROM THE SERVICES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING ALSO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE ACCESS AND USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, VICARIOUS, INCIDENTAL, SPECIAL, PUNITIVE, LOSS OF BUSINESS OR LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY, ADVERTISERS AND SPONSORS OF THE SERVICES, IN CONNECTION WITH THE SERVICES OR OTHERWISE RELATED TO YOUR ACCESS AND USE OF THE SERVICES.

10.2 No Professional Advice; AI-Generated Outputs

NO INFORMATION CONTAINED IN THE SERVICES CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND, INCLUDING WITHOUT LIMITATION CAREER, FINANCIAL, INVESTMENT, TAX, LEGAL, OR BUSINESS ADVICE. THE SERVICES PROVIDE AI-GENERATED PROFESSIONAL PLANS, TASK RECOMMENDATIONS, MEETING SUMMARIES, AND RELATIONSHIP STRATEGIES THAT MAY CONTAIN ERRORS, INACCURACIES, OR OUTPUTS THAT ARE NOT APPROPRIATE FOR YOUR SPECIFIC CIRCUMSTANCES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND DECIDING WHETHER TO ACT UPON ANY USER OUTPUT. PROHANA AND ITS AFFILIATES ARE NOT LIABLE NOR RESPONSIBLE FOR ANY INFORMATION, RECOMMENDATIONS, OR OUTPUTS GENERATED BY THIRD-PARTY AI MODELS OR INTEGRATIONS, INCLUDING OPENAI OR ANY OTHER AI SERVICE PROVIDER. THE SERVICES UTILIZE THIRD-PARTY AI MODELS AND INTEGRATIONS, AND YOU AGREE TO COMPLY WITH ALL APPLICABLE TERMS OF USE, ACCEPTABLE USE POLICIES, AND USAGE RESTRICTIONS IMPOSED BY SUCH THIRD-PARTY PROVIDERS, AS IDENTIFIED ON THE SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES.

11. Release of Prohana; Indemnification

11.1 Release and Indemnification

If you have a dispute with one or more Users of the Services, you release Prohana, its Affiliates, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Prohana, its Affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party. You further agree to indemnify and hold Prohana harmless from any claim or demand arising out of or related to (i) your input of Personal Data relating to Network Contacts without a lawful basis or in violation of applicable law; (ii) your failure to obtain required consents from meeting participants prior to enabling automated transcription; or (iii) any unauthorized disclosure or misuse of Shared Notes.

12. Limitation of Liability; No Warranty

12.1 Limitation of Liability

IN NO EVENT SHALL PROHANA, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; OR (II) ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF PROHANA HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF PROHANA’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12.2 No Warranty

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. PROHANA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. PROHANA DOES NOT GUARANTEE THAT ANY AI-GENERATED PROFESSIONAL PLAN, TASK, RECOMMENDATION, MEETING SUMMARY, OR OTHER USER OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE OF ERRORS, THAT ANY INTEGRATION WITH THIRD-PARTY PLATFORMS WILL FUNCTION WITHOUT INTERRUPTION, OR THAT ANY NETWORKING OR PROFESSIONAL GOAL STRATEGY WILL ACHIEVE THE INTENDED RESULT. WITHOUT LIMITING THE FOREGOING, PROHANA WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION IN AI-GENERATED OUTPUTS; (II) ANY ERRORS IN MEETING TRANSCRIPTS OR AUTOMATED NOTETAKING; (III) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITE OR SERVICES; (IV) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITE, SOFTWARE, OR SERVICES; (V) ANY LOSS OF USER DATA OR MEETING DATA; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER DATA BY THIRD PARTIES; OR (VII) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCESS.

12.3 Essential Basis for the Bargain

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

13. Mandatory Arbitration and Class Action Waiver

13.1 Arbitration

If a dispute arises concerning the interpretation of these Terms or the performance of either Party under them, the Parties agree to first attempt resolution through good faith executive-level discussions. Either Party may initiate this process by delivering a written notice of dispute. If the Parties are unable to resolve the dispute within ten (10) business days, the matter shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as modified by this section, and in accordance with the Federal Arbitration Act (Title 9 of the United States Code).

The arbitration shall be administered by the AAA and decided by a single arbitrator. The legal seat of arbitration shall be San Jose, California, but unless the Parties agree otherwise, the arbitration proceedings (including hearings) shall be conducted remotely by video conference or other virtual means. The arbitration must be initiated within a reasonable time after the dispute arises, and all statutes of limitation that would apply in a judicial proceeding shall apply. The arbitrator’s decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. No arbitration may include any person or entity not a party to this Agreement without both Parties’ written consent. Each Party waives any right to appeal, review, or vacate the award, except as permitted under the Federal Arbitration Act.

The prevailing Party, as determined by the arbitrator, shall be entitled to recover all costs and fees, including reasonable attorneys’ fees, arbitration and administrative fees, and out-of-pocket expenses.

13.2 Class Action Waiver

YOU AND PROHANA, INC. AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

14. Miscellaneous

14.1 Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. You and Prohana, Inc. agree that any legal action or proceeding arising under or related in any way to these Terms will be brought in the state or federal courts of competent jurisdiction located in San Jose, California, and venue will be proper in that court.

14.2 Compliance with Laws

We will comply with all U.S. state and federal, or foreign laws in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

14.3 Export Compliance

You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.

14.4 Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

14.5 Notices

You may send notices to us by using the contact form or support channel available on our Site. Notices will be deemed delivered as of the date of actual receipt by us. We reserve the right to designate an alternative method or address for legal notices by updating this section or providing instructions on the Site. We may provide general notices via the Services or specific notices to you via the email address or phone number listed in your account information. You are responsible for keeping all contact information associated with your account current.

14.6 Entire Agreement

This Agreement (including any and all appendixes) along with our Privacy Policy is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services.

14.7 Assignment

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

14.8 No Third-Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

14.9 Contract for Services

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

14.10 Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates’ compliance with the terms of this Agreement.

14.11 Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed to Prohana, general use of the Services, disputes with Prohana, and general provisions, shall survive the termination or expiration of this Agreement.

14.12 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party infrastructure or service providers (each, a “Force Majeure Event”). The affected party shall provide prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party.

Last updated: April 21, 2026 · Version 2.0