What you agree to when you use Prophic, and what we agree to in return.
Plain English Summary
By creating an account or using Prophic, you agree to these terms. You own your data and output. We own the platform and grant you a licence to use it. We cap our liability at what you paid us in the last 12 months. Disputes go to arbitration under Wyoming law.
By creating an account, accessing, or using any part of the Prophic service, you agree to be bound by these Terms of Service and our Privacy Policy, which are incorporated by reference.
If you are using Prophic on behalf of an organization, you represent that you have authority to bind that organization to these terms. References to "you" include both you personally and the organization you represent.
If you do not agree to these terms, do not use Prophic.
SociiLabs LLC ("Prophic", "we", "us") provides the services described at prophic.ai and app.prophic.ai.
Prophic is a B2B SaaS platform that helps agencies, consultancies, and service businesses scope projects, generate pricing, and create proposals. The specific features available to you depend on your subscription plan.
We reserve the right to modify, add, or remove features at any time. We will provide reasonable advance notice of changes that materially reduce the functionality of a paid plan.
To use Prophic you must:
Prophic is not intended for personal, household, or consumer use.
Registration. You must provide accurate, current, and complete information when creating an account and keep it updated.
Credentials. You are responsible for maintaining the confidentiality of your password. Do not share login credentials. Notify us immediately at legal@prophic.ai if you suspect unauthorized access.
Organization accounts. If you are the organization owner or administrator, you are responsible for all users you invite and for their compliance with these terms.
Account security. We recommend enabling two-factor authentication. We are not liable for losses arising from your failure to secure your credentials.
Subscription plans. Prophic offers paid subscription plans billed monthly or annually. Plan details and pricing are described at prophic.ai/pricing.
Payment. You authorize us (via Stripe) to charge your payment method on a recurring basis on the billing date of each period. All prices are in US dollars unless stated otherwise.
Credits. Certain features consume AI credits allocated to your plan. Credits refresh at the start of each billing period and do not carry over. Unused credits are forfeited at period end. Additional credits may be purchased as described at prophic.ai/pricing.
Taxes. Prices are exclusive of applicable taxes. You are responsible for any taxes, duties, or levies applicable to your purchase under local law.
Upgrades and downgrades. Upgrades take effect immediately. Downgrades take effect at the end of the current billing period. No partial-period refunds are issued for downgrades.
Cancellation. You may cancel your subscription at any time from your account settings. Cancellation stops future billing. Your access continues until the end of the period you have already paid for.
Refunds. We do not offer refunds for partial months, unused credits, or seats unless required by applicable law. If you believe a charge was made in error, contact legal@prophic.ai within 30 days of the charge.
Failed payments. If a payment fails, we will notify you and retry. Access may be suspended after 7 days of a failed payment and terminated after 30 days.
Price changes. We may change subscription prices with at least 30 days' notice, communicated by email to the billing account address. Continued use after the effective date constitutes acceptance of the new price.
You may use Prophic only for lawful business purposes. You must not:
Violation of this section may result in immediate suspension or termination of your account without refund.
How AI features work. Certain Prophic features use third-party AI model APIs to generate text, pricing estimates, and proposals. When you use these features, the content you enter is transmitted to the relevant AI provider to generate a response.
Accuracy. AI-generated output is not guaranteed to be accurate, complete, or suitable for any particular purpose. You are responsible for reviewing, editing, and validating all AI-generated content before using it with your clients.
No sensitive data. Do not enter confidential client data beyond what is necessary for the scoping function, and do not enter personal data of third parties unless you have a lawful basis to do so.
Ownership of output. You own all content you create and all AI-generated output produced in your account.
Provider terms. Use of AI features is also subject to the terms of the underlying AI providers. Current providers are disclosed in our Privacy Policy, Section 10.
Ownership. You retain all ownership rights in the content you upload, create, or store in Prophic ("Your Content"). These terms do not transfer any ownership of Your Content to us.
Licence to us. You grant SociiLabs LLC a limited, non-exclusive, royalty-free licence to host, store, copy, and display Your Content solely to provide the service to you. This licence ends when you delete the content or close your account.
Responsibility. You are solely responsible for Your Content. You represent that you have all necessary rights to upload it and that it does not violate any law or third-party right.
Deletion. When you delete content or close your account, we delete it from production systems within 30 days, subject to the retention schedule in our Privacy Policy.
Prophic platform. All rights in the Prophic platform — including software, design, trademarks, logos, and documentation — are owned by or licensed to SociiLabs LLC. Nothing in these terms transfers any platform rights to you.
Licence to use Prophic. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use Prophic for your internal business purposes during the term of your subscription.
Feedback. If you provide feedback, suggestions, or ideas about Prophic, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without compensation or attribution to you.
Mutual obligation. Each party may receive confidential information from the other. "Confidential information" means any non-public information that the disclosing party designates as confidential or that a reasonable person would understand to be confidential given the context.
Obligations. Each party agrees to: (a) keep the other party's confidential information strictly confidential; (b) use it only as permitted under these terms; and (c) disclose it only to employees or contractors who need it and are bound by equivalent confidentiality obligations.
Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party; (c) is independently developed without use of confidential information; or (d) must be disclosed by law.
The service is provided "as is" and "as available" without warranty of any kind. To the maximum extent permitted by applicable law, SociiLabs LLC expressly disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that the service will be uninterrupted, error-free, secure, or free of viruses or harmful components. We do not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.
To the maximum extent permitted by applicable law: (a) in no event will SociiLabs LLC be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if we have been advised of the possibility of such damages; and (b) our total cumulative liability to you for all claims arising under or related to these terms or the service, regardless of the form of action, will not exceed the amount you paid us in the 12 months immediately preceding the claim.
Nothing in these terms limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by applicable law in your jurisdiction.
You agree to indemnify, defend, and hold harmless SociiLabs LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content; (b) your violation of these terms; (c) your violation of any applicable law; or (d) your infringement of any third-party right.
By you. You may terminate your account at any time from account settings. Termination stops future charges. Access continues to the end of the paid period.
By us. We may suspend or terminate your account immediately and without prior notice if: you breach these terms and fail to remedy the breach within 7 days of notice; you breach Section 6 (Acceptable Use); we are required to do so by law or regulatory order; or continued provision of the service would expose us to legal liability.
Effect of termination. On termination, your licence to use Prophic ends. We will make your content available for export for 30 days after termination, after which it will be deleted per our Privacy Policy.
Survival. Sections 8 (ownership and responsibility provisions), 9, 10, 11, 12, 13, 15, and 16 survive termination.
These terms are governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to conflict of law principles.
If you are a consumer resident in a jurisdiction where mandatory consumer protection laws provide rights that differ from or supplement those in these terms, those mandatory rights are not affected.
Informal resolution first. Before initiating formal dispute resolution, you agree to contact us at legal@prophic.ai and attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days of receiving written notice.
Binding arbitration. If informal resolution fails, disputes arising out of or relating to these terms or the Prophic service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted in Sheridan, Wyoming, or remotely by agreement.
Class action waiver. To the fullest extent permitted by law, you waive any right to bring claims as a plaintiff or class member in any class action, consolidated action, or representative proceeding.
Small claims exception. Either party may bring individual claims in small claims court in Sheridan, Wyoming, if the claim qualifies.
GDPR and consumer law carve-out. If you are an EEA or UK consumer, mandatory provisions of your local law apply and may override the arbitration clause and class action waiver to the extent required by law.
We may update these Terms of Service from time to time. When we make material changes:
Your continued use of Prophic after the effective date constitutes acceptance of the updated terms. If you do not agree, you may cancel your account before the effective date.
Entire agreement. These terms and our Privacy Policy constitute the entire agreement between you and SociiLabs LLC regarding the service and supersede all prior agreements.
Severability. If any provision of these terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
Assignment. You may not assign these terms or your account without our written consent. We may assign these terms in connection with a merger, acquisition, or sale of assets, with notice to you.
Force majeure. Neither party is liable for failure to perform due to causes beyond their reasonable control, including natural disasters, government actions, internet infrastructure failures, or acts of third parties.
Language. These terms are written in English. If translated, the English version controls in case of conflict.
Legal inquiries: legal@prophic.ai
Postal address: SociiLabs LLC, 30 N Gould St Ste R, Sheridan, Wyoming 82801, USA
We aim to respond to all legal inquiries within 5 business days.
