THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”), TOGETHER WITH ANY ORDER ON WHICH THEY ARE REFERENCED, GOVERNS THE LICENSING, INSTALLATION AND USE OF THE Prodream AI SERVICES. BY RECEIVING THE Prodream AI SERVICES, OR BY ACCESSING THE WEBSITE: (A) YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY IT ON BEHALF OF THE COMPANY, OR OTHER ENTITY FOR WHICH YOU ARE ACTING OR, IF THERE IS NO COMPANY, OR OTHER ENTITY FOR WHICH YOU ARE ACTING, ON BEHALF OF YOURSELF AS AN INDIVIDUAL; AND (B) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH COMPANY, OR OTHER ENTITY (IF ANY).

WITHOUT LIMITING THE FOREGOING, YOU (AND YOUR COMPANY OR ENTITY, IF ANY) ACKNOWLEDGE THAT BY SUBMITTING AN ORDER (OR OTHER ORDERING OR PURCHASING DOCUMENT) FOR THE Prodream AI SERVICES, YOU (AND YOUR ENTITY (IF ANY)) HAVE AGREED TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE ANY PORTION OF THE Prodream AI SERVICES.

This Agreement is entered into by and between Prodream AI, Inc. (“we” or “Prodream AI”), a Delaware corporation, with its principal place of business at 125 Western Ave, Allston, MA 02134, and the customer (“You” or “Customer”) that is purchasing subscriptions of our products and services, including our application programming interface, software, tools, data, documentation and Website (collectively, the “Prodream AI Services”), and is effective as of the date You receive or otherwise access the Prodream AI Services. This Agreement also includes each Order (as defined below) You submitted to Prodream AI which provides the type, quantity, conditions, and/or terms for the subscriptions to the Prodream AI Services.

  1. Definitions. Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in Exhibit A.
  2. Membership; License Grant.
  3. (a) Membership. Prodream AI provides a number of membership plans, each of which contains various Prodream AI Services options that require payment before they can be accessed.
  4. (b) Registration and Access. To subscribe for the applicable Prodream AI Services, Customer must register for an account first. Customer must provide accurate and complete information to register for the account. Customer may not make its access credentials or account available to others, and Customer are responsible for all activities that occur using its credentials. After registering the account, Customer may subscribe for the applicable Prodream AI Services by submitting the relevant Order(s) through its account.
  5. (c) Purchased Subscription. Subject to Customer’s timely payment of the applicable Subscription Fees and the terms and conditions of this Agreement, Prodream AI hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use or access the Prodream AI Services purchased by such Customer within the Membership Capacity, subject to the applicable subscription terms (as specified in applicable Order(s)) solely for the Customer’s Internal Business Purposes during the applicable Subscription Term.
  6. (d) Service-Specific Terms. To the extent there are any Service-Specific Terms applicable to Customer’s use of the Services, those are incorporated by reference into this Agreement.
  7. Service Limitations. Prodream AI hereby agrees to use reasonable efforts to keep the Prodream AI Services operational. However, Prodream AI Services offerings and their availability may change from time to time, without liability to the Customer.
  8. License Restrictions.
  9. (a) Unless otherwise expressly permitted by Prodream AI, Customer shall not and Customer has no right to: (i) copy any Prodream AI Services; (ii) modify, adapt, or create derivative works of any Prodream AI Services; (iii) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide any Prodream AI Services to any third party; (iv) decompile, disassemble or reverse-engineer any Prodream AI Services, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Prodream AI Services; (v) access or use any Disabled Materials; (vi) use the Prodream AI Services to develop foundation models or other large scale models that compete with Prodream AI; (vii) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, any Prodream AI Services (including in order to gain access to any Disabled Materials); (viii) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from any Prodream AI Services; (ix) exceed the applicable Membership Capacity or violate other license limitations identified in this Agreement; (x) separately use any of the applicable features and functionalities of the Prodream AI Services with external applications or code not furnished by Prodream AI; (xi) use any method to extract data from the Prodream AI Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (xii) represent that output from the Prodream AI Services was human-generated when it is not; (xiii) otherwise access or use any Prodream AI Services except as expressly authorized in this Agreement; or (xiv) encourage or assist any third party to do any of the foregoing. Customer acknowledges that the Prodream AI Services may be configured to display warnings, reduce available functionality, and/or cease functioning if unauthorized or improper use is detected, including if the Subscription Term expires or the applicable Membership Capacity is reached or exceeded.
  10. (b) Depending on the applicable Membership Capacity, Customer may assign End Users to use the Prodream AI Services. End Users may be employees or contractors of Customer or its Affiliates who are using the Prodream AI Services solely for the benefit of Customer or its Affiliates. Customer will obtain and maintain from End Users any consents necessary to allow Prodream AI to deliver the Prodream AI Services.
  11. (c) Any third party software, services, or other products Customer uses in connection with the Prodream AI Services are subject to their own terms, and Prodream AI is not responsible for such third party products.
  12. (d) Customer shall not use the Prodream AI Services (including without limitation, the use of the Content (as defined below)) for, nor shall Customer provide any Input (as defined below) through the Prodream AI Services in connection with, the following activities: (i) provision of child sexual abuse material or any content that exploits or harms children, (ii) generation of hateful, harassing or violent content, (iii) activities that has high risk of physical harm, such as content that promotes, encourages, or depicts acts of self-harm, (iv) activities that has high risk of economic risk, such as automated determinations of eligibility for educational institutions, (v) fraudulent or deceptive activities, such as plagiarism and academic dishonesty, (vi) provision of adult content, (vii) political campaigning or lobbying, (viii) activities in connection with the infringement, misappropriation or violation of any person’s rights, or (ix) other illegal activities.
  13. Content; Ownership.
  14. (a) Customer and its End Users may provide input to the Prodream AI Services (the “Input”), and receive output generated and returned by the Prodream AI Services based on the Input (the “Output”). The Input and the Output are collectively the “Content.” As between Prodream AI and Customer and to the extent permitted by applicable law, Customer owns all of the Input, and subject to Customer’s compliance with this Agreement, Prodream AI hereby assigns to Customer all its right, title and interest in and to the Output. Prodream AI may use the Content as necessary to provide and maintain the Prodream AI Services, comply with applicable law, and enforce its policies. Customer is solely responsible for the Content, including for ensuring that it does not violate any applicable law or this Agreement.
  15. (b) Prodream AI, its suppliers and/or licensors own all worldwide right, title and interest in and to the Prodream AI Services, including all related Intellectual Property Rights. Except for the licenses expressly granted to Customer hereunder, Customer will not acquire or claim any right, title or interest in or to any Prodream AI Services or related Intellectual Property Rights, whether by implication, operation of law or otherwise. Notwithstanding anything to the contrary, the software provided through the Prodream AI Services is licensed, not sold, to Customer.
  16. (c) To the extent that Customer provides any Feedback, Customer grants to Prodream AI a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, royalty-free, fully paid-up right and license to use and commercially exploit the Feedback in any manner Prodream AI deems fit. Further, Customer hereby agrees that Prodream AI may use the Content to develop and improve the Prodream AI Services. If Customer does not want its Content to be used for the development and improvement of the Prodream AI Services, Customer may opt out by contacting [email protected] with Customer’s account information.