Terms and Conditions

1. Agreement to Terms

By accessing or using the website located at https://prevolt.ai (the "Site"), and any associated applications, platforms, APIs, features, content, tools, or services (collectively, the "Service") operated by Prevolt Inc. ("Prevolt," "Company," "we," "us," or "our"), you ("you," "your," or "User") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to all of these Terms, you must not access or use the Service.

These Terms constitute a legally binding agreement between you and Prevolt. We may update these Terms from time to time at our sole discretion. Unless otherwise required by applicable law, your continued use of the Service after we post updated Terms constitutes your acceptance of the updated Terms. The "Last Updated" date at the top indicates when these Terms were most recently revised.

1.1 Additional Terms; Order Forms

Certain portions of the Service may be subject to additional terms, policies, or guidelines that we make available to you (including any acceptable use policies, usage limits, or documentation), which are incorporated into these Terms by reference. If you enter into a separate written agreement, subscription agreement, or order form with Prevolt ("Order Form") that expressly references these Terms, then the Order Form will govern with respect to any conflict between the Order Form and these Terms, but only for the covered Service(s) and subscription(s).

2. Definitions

For purposes of these Terms:

• "Aggregated/De-identified Data" means data derived from the Service or User Data that has been aggregated and/or de-identified so it does not identify you, any individual, or your organization (as applicable).
• "Prevolt Materials" means the Service and all content, reports, analyses, dashboards, visualizations, scoring, outputs, templates, documentation, software, code, models, workflows, and other materials made available by or on behalf of Prevolt through the Service, excluding User Data.
• "User Data" means data, information, materials, files, or content submitted, uploaded, transmitted, or otherwise made available by you (or your Authorized Users) through the Service.
• "Authorized Users" means your employees, contractors, or agents that you authorize to access and use the Service under your account, and for whom you are responsible.

3. Description of Service; No Professional Advice

Prevolt provides a technology platform designed to deliver community intelligence and risk assessment information for infrastructure development and energy projects. The Service may include, without limitation, web-based tools, reports, data analysis, dashboards, and related informational content made available through the Site.

The Service is provided for informational purposes only and is intended to support decision-making. The Service does not constitute legal, financial, investment, engineering, environmental, safety, compliance, or other professional advice or consulting. You are solely responsible for (a) independently verifying information obtained through the Service, (b) evaluating the accuracy, completeness, timeliness, and suitability of any outputs, and (c) obtaining professional advice from qualified professionals as appropriate for your circumstances.

3.1 Artificial Intelligence and Machine Learning

The Service may incorporate artificial intelligence and/or machine learning technologies. Outputs generated by such technologies may contain inaccuracies, errors, or omissions and may not be unique. You acknowledge and agree that any reliance on such outputs is at your sole risk and that you will use appropriate human review and judgment.

3.2 Changes to the Service

We may add, modify, suspend, or discontinue any part of the Service at any time (including features or availability), and may impose reasonable usage limits, access controls, or other restrictions. We will use commercially reasonable efforts to provide notice of material changes where practicable, but we do not guarantee continued availability of any specific feature.

4. Eligibility and Authority

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Service.

If you are using the Service on behalf of an organization or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to both you and that entity.

4.1 Right to Refuse Service; Account Approval

Prevolt may, in its sole discretion and subject to applicable law, (a) refuse to provide the Service to any person or entity, (b) decline to create, approve, or continue an account, (c) reject, cancel, or discontinue any subscription or Order Form, and/or (d) suspend, limit, or terminate access to the Service.

Without limiting the foregoing, we may take any of the actions above if we reasonably believe that your use of the Service: (i) is not in good faith; (ii) may be used to harass, intimidate, discriminate against, or otherwise harm individuals or communities; (iii) may violate applicable law or third-party rights; or (iv) poses a security, compliance, reputational, or operational risk to Prevolt, the Service, or others.

Prevolt does not discriminate in violation of applicable law.

5. Account Registration and Security

Certain features of the Service may require you to create an account. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for safeguarding your account credentials and for all activities that occur under your account, including activities of your Authorized Users. You agree to:

• keep account credentials confidential and not share them outside your organization except to Authorized Users;
• use reasonable security measures (including enabling multi-factor authentication where available);
• promptly notify Prevolt at legal@prevolt.ai of any suspected unauthorized access or security incident involving your account.

Prevolt may suspend or terminate your account (or access for any Authorized User) if we reasonably believe (a) your account has been compromised, (b) your use presents a security risk to the Service or others, (c) you are in violation of these Terms, or (d) we are required to do so by law.

6. Acceptable Use and Restrictions

You agree to use the Service only for lawful purposes and in compliance with these Terms. You agree not to, and not to permit any third party (including Authorized Users) to:

• Use the Service in any way that violates any applicable law or regulation.
• Attempt to gain unauthorized access to the Service, other users' accounts, or Prevolt systems; probe, scan, or test the vulnerability of any system; or breach or circumvent any security or authentication measures.
• Use any robot, spider, scraper, or other automated means to access the Service, extract data, or copy content, except as expressly permitted by Prevolt in writing.
• Interfere with, disrupt, or degrade the integrity or performance of the Service, including by imposing an unreasonable or disproportionately large load on our infrastructure.
• Introduce malware or other harmful code (including viruses, Trojan horses, worms, logic bombs, or similar).
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or trade secrets of the Service (except to the extent such restriction is prohibited by applicable law).
• Remove, obscure, or alter any proprietary notices on Prevolt Materials.
• Sublicense, resell, lease, time-share, or otherwise provide access to the Service to any third party without Prevolt's prior written consent.
• Use Prevolt Materials to build, train, or improve a competing product or service (including to train or develop machine learning or AI models), or to benchmark or compare against a competing product or service, except as expressly permitted by Prevolt in writing.
• Use the Service to transmit unsolicited or unauthorized advertising, promotional materials, spam, or similar solicitations.
• Impersonate or misrepresent your affiliation with Prevolt, a Prevolt employee, another user, or any other person or entity.

6.1 High-Risk Use

You agree not to use the Service for emergency response, life-safety, or other high-risk activities where failure, error, or inaccuracy could reasonably be expected to lead to death, personal injury, environmental harm, property damage, or significant financial harm, except with explicit written authorization from Prevolt.

7. Data and Privacy

7.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://prevolt.ai/privacy-policy.

7.2 User Data Ownership and License

As between you and Prevolt, you retain ownership of your User Data. You grant Prevolt a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, reproduce, and use User Data solely as necessary to (a) provide, maintain, secure, and support the Service, (b) improve and develop the Service, and (c) comply with applicable law and enforce these Terms.

You represent and warrant that you have all rights and permissions necessary to submit User Data to the Service and to grant the foregoing license.

7.3 Restrictions on Sensitive Data

Unless we expressly agree in writing, you will not submit to the Service any (a) protected health information regulated by HIPAA, (b) payment card data subject to PCI-DSS, (c) government-issued identification numbers (e.g., Social Security numbers), or (d) other highly sensitive personal data.

7.4 Aggregated and De-identified Data

Prevolt may create Aggregated/De-identified Data derived from the Service or your use of the Service. Aggregated/De-identified Data is not User Data and may be used by Prevolt for any lawful purpose, including to analyze, improve, secure, and market the Service.

7.5 Data Accuracy; Third-Party Sources

Prevolt may use third-party and/or publicly available data sources. Prevolt does not warrant that any data, reports, analyses, or outputs are accurate, complete, timely, or reliable, and you acknowledge that such sources may contain errors, omissions, or inaccuracies.

7.6 Data Security

Prevolt maintains administrative, technical, and physical safeguards designed to protect User Data in our possession or control. However, no security measures are perfect, and Prevolt does not guarantee that User Data will be secure or free from unauthorized access.

7.7 Data Retention

We may retain User Data for as long as reasonably necessary to provide the Service, comply with legal obligations, resolve disputes, enforce agreements, and maintain backups and business continuity. Following termination, we may delete User Data from active systems in the ordinary course, but backup copies may persist for a period of time.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means non-public information disclosed by Prevolt to you (or accessible to you) in connection with the Service, including Prevolt Materials and information about the Service's non-public features, pricing, security measures, and product plans.

Confidential Information does not include information that you can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to you before access to the Service; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

8.2 Protection and Use

You will (a) protect Confidential Information using at least the same degree of care you use to protect your own confidential information of similar nature (and no less than reasonable care), (b) use Confidential Information solely to access and use the Service as permitted by these Terms, and (c) not disclose Confidential Information to any third party except to Authorized Users who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

8.3 Compelled Disclosure

If you are required by law to disclose Confidential Information, you will (to the extent permitted by law) provide Prevolt with prompt notice and reasonably cooperate (at Prevolt's expense) with Prevolt's efforts to seek protective treatment.

9. Intellectual Property Rights

9.1 Company Intellectual Property

The Service and all Prevolt Materials are owned by Prevolt and its licensors and are protected by U.S. and international intellectual property laws (including copyright, trademark, patent, and trade secret laws). Except for the limited license granted in these Terms, no rights are granted to you, and all rights are reserved by Prevolt.

The Prevolt name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Prevolt or its affiliates or licensors. You may not use such marks without Prevolt's prior written permission.

9.2 Limited License to Use the Service

Subject to your compliance with these Terms, Prevolt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Prevolt Materials for your internal business purposes during the term of your access.

Except as expressly permitted in writing by Prevolt (or in an applicable Order Form), you may not modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, license, create derivative works from, transfer, or sell any Prevolt Materials.

9.3 Publicity

You may not issue press releases, marketing statements, or public disclosures identifying Prevolt as a provider to you, or use Prevolt's name or logo, without Prevolt's prior written consent.

9.4 Feedback

If you provide Prevolt with suggestions, ideas, improvements, or other feedback regarding the Service ("Feedback"), you hereby assign to Prevolt all right, title, and interest in and to such Feedback. To the extent any such assignment is not effective under applicable law, you grant Prevolt a perpetual, irrevocable, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without restriction or obligation to you.

10. Third-Party Services and Links

The Service may contain links to, integrations with, or dependencies on third-party websites, services, software, data sources, or resources ("Third-Party Services") that are not owned or controlled by Prevolt. Third-Party Services may be governed by their own terms and privacy policies.

Prevolt does not control and is not responsible for Third-Party Services, and you acknowledge and agree that Prevolt will not be liable for any loss or damage arising from your use of or reliance on Third-Party Services.

11. Payment Terms

11.1 Fees; Order Forms

Certain features of the Service may require payment of fees. Fees, payment terms, subscription term, and scope of access may be specified at the time of purchase, in-product, or in an Order Form. Unless otherwise stated in an Order Form, all fees are payable in U.S. dollars.

Unless otherwise stated in an Order Form, fees are non-refundable and non-cancellable, except as required by applicable law.

11.2 Billing Authorization; Recurring Charges

If you purchase a subscription or paid feature, you authorize Prevolt (and/or our third-party payment processor) to charge your selected payment method for applicable fees, taxes, and other charges, including recurring subscription charges, until you cancel in accordance with these Terms and any applicable Order Form.

11.3 Changes to Pricing

Prevolt may change pricing at any time. For existing paid subscriptions, pricing changes will apply at the beginning of the next billing cycle after we provide notice, unless otherwise stated in an Order Form.

11.4 Taxes

Fees are exclusive of applicable taxes, duties, or levies. You are responsible for applicable taxes associated with your use of the Service, excluding taxes based on Prevolt's net income.

11.5 Nonpayment; Suspension

If payment is overdue, Prevolt may (a) suspend or disable access to paid features, and/or (b) charge interest or late fees to the extent permitted by law and/or an applicable Order Form. You are responsible for reasonable costs of collection (including attorneys' fees) to the extent permitted by law.

11.6 Free Trials; Promotional Access

Prevolt may offer free trials or other promotional access to paid features. Unless otherwise stated at sign-up, (a) free trials are offered one per user/account, (b) Prevolt may modify or terminate a free trial at any time, and (c) you are responsible for any charges incurred after a free trial ends if you do not cancel before the end of the trial.

12. Disclaimers

THE SERVICE AND PREVOLT MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PREVOLT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, PREVOLT DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY DATA OR OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE;
• THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR
• ANY ERRORS WILL BE CORRECTED.

No advice or information, whether oral or written, obtained from Prevolt or through the Service creates any warranty not expressly stated in these Terms.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PREVOLT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF PREVOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PREVOLT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO PREVOLT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS OF THIS SECTION APPLY NOTWITHSTANDING THE FAILURE OF ANY EXCLUSIVE REMEDY AND EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to defend, indemnify, and hold harmless Prevolt and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your or your Authorized Users' use of or access to the Service; (b) your violation of these Terms; (c) your violation of any third-party right (including intellectual property, proprietary, privacy, or publicity rights); or (d) User Data, including any allegation that User Data infringes or misappropriates a third party's rights.

Prevolt may assume the exclusive control of the defense and settlement of any matter subject to indemnification by you, and you agree to cooperate with Prevolt in defending such claims.

15. Termination and Suspension

15.1 Termination by You

You may stop using the Service at any time. If you have an account, you may request account closure by following any account closure process made available through the Service, or by contacting support.

15.2 Termination or Suspension by Prevolt

Prevolt may, in its sole discretion, suspend or terminate your access to the Service at any time, with or without notice, including if you breach these Terms, fail to pay applicable fees, create risk or legal exposure for Prevolt, or if we are required to do so by law.

15.3 Effect of Termination

Upon termination, all licenses and rights granted to you under these Terms will immediately terminate and you must cease use of the Service. Sections that by their nature should survive will survive, including Sections 7.4, 8, 9, 12, 13, 14, 16, and 18.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, except that the Federal Arbitration Act ("FAA") governs the interpretation and enforcement of the arbitration agreement in Section 16.3.

16.2 Informal Resolution

Before initiating arbitration or litigation (except for a claim for injunctive or equitable relief), you and Prevolt agree to first attempt to resolve any dispute informally by contacting the other party and providing a written notice describing the dispute and the relief sought. Notices to Prevolt must be sent to legal@prevolt.ai.

16.3 Arbitration Agreement

Except as provided in Section 16.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the determination of the scope or applicability of this agreement to arbitrate) will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court of competent jurisdiction may determine the enforceability of the class action waiver in Section 16.5.

The arbitration will be conducted in Delaware, unless the parties agree otherwise, and may be conducted remotely where permitted by AAA rules. Judgment on the award may be entered in any court of competent jurisdiction.

If the AAA is unavailable or declines to administer the arbitration, the parties will reasonably cooperate to select an alternative arbitration provider. If the parties cannot agree on an alternative provider, a court of competent jurisdiction may appoint the arbitrator(s).

16.4 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights. In addition, either party may bring an individual claim in small claims court if the claim qualifies.

Except for small claims court actions, any court proceedings not subject to arbitration will be brought exclusively in the state or federal courts located in Delaware, and you and Prevolt consent to personal jurisdiction and venue in those courts.

16.5 Class Action Waiver; Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PREVOLT EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may award relief only on an individual basis.

16.6 Time Limit on Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred.

17. United States Government End Users

If you are a U.S. government end user, the Service is a "Commercial Item" as defined at 48 C.F.R. § 2.101 and is provided as "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Prevolt regarding the Service and supersede all prior and contemporaneous understandings and agreements.

18.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

The failure of Prevolt to exercise or enforce any right or provision of these Terms is not a waiver of such right or provision. Any waiver must be in writing and signed by Prevolt.

18.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without Prevolt's prior written consent. Prevolt may assign these Terms without restriction. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5 Force Majeure

Prevolt will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, labor disputes, governmental actions, power failures, telecommunications failures, or cyberattacks.

18.6 Notices

Notices to Prevolt must be sent to legal@prevolt.ai. We may provide notices to you via email, in-product notifications, or by posting to the Service.

18.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

18.8 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including U.S. Export Administration Regulations, trade and economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions.

18.9 Electronic Communications

By using the Service, you consent to receive communications from Prevolt electronically. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

18.10 California Residents

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.11 Accessibility

Prevolt is committed to accessibility. If you experience accessibility issues, contact support@prevolt.ai.

19. Contact Information

If you have questions about these Terms, contact:

Prevolt Inc.

Email: legal@prevolt.ai

Website: https://prevolt.ai