Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and Prosper Logic Inc. (“Prosper Logic,” “we,” “us”). They govern your use of prosperlogic.ai, the education library and any free or paid courses we publish, and the authenticated client portal (collectively, the “Services”).

These Terms do not govern our consulting or advisory engagements, which are covered by the separate written agreement we enter into with each client.

01Acceptance

By accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services. If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” in these Terms includes that organisation.

02Eligibility

You must be at least 18 years old to use the Services. By using the Services you represent that you are 18 or older and have the legal capacity to enter into these Terms.

03Your account

You create an account through our identity provider, Clerk. You are responsible for keeping your sign-in credentials and any second-factor secrets confidential, for all activity on your account, and for using a current and working email address. Notify us at legal@prosperlogic.ai if you become aware of unauthorised access to your account.

We may suspend, restrict, or terminate accounts that breach these Terms, present a security risk, or are required to be terminated by law. Where reasonable to do so, we will give you notice and an opportunity to cure first.

04The Services

• Marketing site. The unauthenticated marketing pages at prosperlogic.ai are free to read.
• Education library. Some content (“field notes”) is free; some content (“courses”) is paid and requires an account. Access to a paid course is granted to the account that purchased it.
• Client portal. Authenticated experiences (course progress sync, account management) are part of the Services.
• Consulting engagements. If we work with you on a consulting or advisory basis, that engagement is governed by its own statement of work or letter of engagement, not by these Terms. Where the two conflict, the engagement agreement controls for that engagement.

We are continuously improving the Services. We may add, change, or remove features, and we may change the catalogue of free or paid content over time. If a change materially reduces a paid feature you have already paid for, we will offer you a refund for the affected portion or a comparable replacement.

05Permitted use

You may use the Services for your own personal, non-commercial use. In addition, you agree not to:

• Resell, sublicense, redistribute, or publicly display the Services or any paid content.
• Reverse-engineer, decompile, or attempt to extract source code from the Services beyond what is permitted by applicable law.
• Run automated agents, scrapers, or crawlers against the Services without our prior written permission, except for well-behaved indexing crawlers that respect robots.txt.
• Use the Services or any of our content to train, fine-tune, or evaluate any machine-learning model or generative-AI system without our prior written permission.
• Interfere with the operation of the Services, attempt to access accounts that are not yours, probe for vulnerabilities outside a coordinated disclosure process, or upload malicious code.
• Use the Services to violate any law or to infringe anyone’s rights.

06Course-content licence

Subject to your continued compliance with these Terms and to your payment of any applicable fees, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and read the courses and field notes you are entitled to, on devices you own or control, for your own learning.

That licence does not include the right to download paid course content for offline redistribution, share account credentials, post substantial excerpts publicly, or use any course content as input to train or fine-tune a machine-learning model. You may keep personal study notes you create.

All content in the Services, including text, illustrations, code samples, layouts, and the Prosper Logic name and marks, is owned by Prosper Logic or its licensors and is protected by copyright, trademark, and other intellectual-property laws. We reserve all rights not expressly granted in these Terms.

07Payments, billing, and refunds

During the early-access period, paid course access may be issued by manual invoice or comparable arrangement, with the purchase recorded against your account. Prices are listed in the currency shown at checkout and may change from time to time; any price change does not affect access you have already purchased.

Refunds

If you are unhappy with a paid course, write to legal@prosperlogic.ai within 14 days of purchase and we will work with you in good faith to resolve the issue, including a full refund where appropriate. After 14 days, refunds are at our discretion. We do not offer refunds for partial use beyond what is required by applicable consumer law.

For Australian consumers

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (the “ACL”) that cannot lawfully be excluded. Where the ACL gives you a remedy that cannot be excluded, that remedy is preserved. For services not of a kind ordinarily acquired for personal, domestic, or household use, our liability for failure to comply with a non-excludable consumer guarantee is, where permitted, limited at our option to supplying the services again or paying the cost of having the services supplied again.

08Consulting and advisory engagements

If you engage Prosper Logic for consulting, training, or advisory services, that engagement is documented in a separate statement of work or letter of engagement. That document, not these Terms, governs the scope, fees, deliverables, confidentiality, and ownership of work product for that engagement. These Terms continue to apply only to your use of the Services as defined in section 04.

09Intellectual property and feedback

As between you and Prosper Logic, we own all rights in the Services and our content. You own the questions, comments, and feedback you send to us; by sending them you grant us a worldwide, royalty-free, perpetual licence to use that feedback to improve the Services, with no obligation to credit or compensate you. Do not send us anything you consider confidential or proprietary unless we have a separate written agreement covering it.

Prosper Logic, the Prosper Logic logo, and any related marks are trademarks of Prosper Logic Inc. You may not use them without our prior written permission, except for fair-use references.

10Disclaimers

The Services and all content are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by applicable law. Without limiting the foregoing, Prosper Logic disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the exclusions in this section apply only to the extent permitted.

Nothing in this section limits any non-excludable rights you have under the Australian Consumer Law or under any other consumer-protection law that applies to you and that cannot be waived.

11Limitation of liability

To the maximum extent permitted by applicable law, Prosper Logic and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with these Terms or the Services, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms or the Services in any twelve-month period will not exceed the greater of (a) the amounts you paid to Prosper Logic for the Services in that period, or (b) one hundred United States dollars (USD 100).

The limitations and exclusions in this section apply to the maximum extent permitted by applicable law and do not limit any liability that cannot be excluded or limited by law, including, where applicable, liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any non-excludable rights under the Australian Consumer Law or comparable consumer-protection law that applies to you.

12Indemnification

You agree to indemnify, defend, and hold harmless Prosper Logic and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and reasonable expenses (including reasonable legal fees) arising out of or relating to your breach of these Terms, your misuse of the Services, or your violation of any law or third-party right. We may, at our expense, assume the exclusive defence and control of any matter for which you would be required to indemnify us, and you agree to cooperate with our defence.

13Termination

You may stop using the Services at any time. You may delete your account through the client portal or by emailing privacy@prosperlogic.ai; account deletion is handled in line with our Privacy Policy.

We may suspend or terminate your access to the Services if you breach these Terms, if continued provision creates a legal or security risk, or if we discontinue the relevant feature. On termination, the rights you have under these Terms cease, but the following sections survive: 06 (Course-content licence, the no-redistribution and no-AI-training restrictions), 09, 10, 11, 12, 14, and 17.

14Governing law and jurisdiction

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-law rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to the personal jurisdiction of those courts.

Australian consumers

If you are a consumer ordinarily resident in Australia, nothing in this section deprives you of any rights you have under the ACL or other Australian consumer-protection law that cannot lawfully be excluded, including any right to bring proceedings in an Australian court or tribunal where the ACL gives you that right. To the extent of any conflict between this section and a non-excludable Australian consumer-protection right, the right prevails to the minimum extent necessary.

15Disputes

Before filing any formal claim, please contact us at legal@prosperlogic.ai with a clear description of the issue and what resolution you are seeking. Many disputes can be resolved this way. We will respond within a reasonable time.

If we cannot resolve a dispute informally within 60 days, either party may pursue the dispute in the courts identified in section 14, subject to the Australian-consumer carve-out described there.

16Changes to these Terms

We may update these Terms from time to time. The version and effective date at the top of this page reflect the most recent change. If a change is material, we will give account holders reasonable advance notice (for example, by email or by an in-product notice) before the change takes effect. If you do not agree to a change, your remedy is to stop using the Services and close your account before the change takes effect.

17General

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed; the remaining provisions will remain in full force.

No waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or our right to enforce it later.

Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to an affiliate, to a successor in connection with a merger or sale, or as otherwise permitted by law.

Entire agreement

These Terms, together with our Privacy Policy and any engagement agreement we have signed with you, are the entire agreement between you and Prosper Logic regarding the Services and supersede any prior or contemporaneous understanding on the same subject.

Notices

We may give you notices through the email address attached to your account, by posting on the Services, or by any other reasonable means. You may give us notice at legal@prosperlogic.ai.

18Contact

For questions about these Terms or any legal matter:

• Legal: legal@prosperlogic.ai
• Privacy: privacy@prosperlogic.ai
• Mailing address: [REGISTERED ADDRESS, TO BE FILLED IN BEFORE PUBLICATION]