Terms of Service
Last Updated: August 7, 2026
Welcome, and thank you for your interest in ProjectionLab, an application provided by ProjectionLab LLC (“ProjectionLab,” “we,” or “us”) and our website at www.projectionlab.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “ProjectionLab Platform”). These Terms of Service are a legally binding contract between you or the entity you represent (“Customer,” as defined below) and ProjectionLab regarding your use of the ProjectionLab Platform.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
For purposes of this Agreement, “Customer” means: (a) if you are accessing or using the ProjectionLab Platform as an individual for your own personal use, you as that individual; or (b) if you are accessing or using the ProjectionLab Platform on behalf of a company or other legal entity, that company or entity.
BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE PROJECTIONLAB PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PROJECTIONLAB PLATFORM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS OF SERVICE, INCLUDING PROJECTIONLAB’S PRIVACY POLICY (TOGETHER, THIS “AGREEMENT”).
IF YOU ARE THE CUSTOMER DESCRIBED IN CLAUSE (A) ABOVE, YOU REPRESENT AND WARRANT THAT YOU ARE ACTING FOR YOURSELF AND NOT ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY. IF YOU ARE THE CUSTOMER DESCRIBED IN CLAUSE (B) ABOVE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND THAT ENTITY TO THIS AGREEMENT.
THE PROJECTIONLAB PLATFORM IS INTENDED ONLY FOR USERS WHO ARE 18 YEARS OF AGE OR OLDER. BY ACCESSING OR USING THE PROJECTIONLAB PLATFORM, YOU CONFIRM THAT YOU MEET THIS REQUIREMENT. IF YOU DO NOT MEET THIS REQUIREMENT, OR DO NOT AGREE TO THIS AGREEMENT, YOU DO NOT HAVE OUR PERMISSION TO USE THE PROJECTIONLAB PLATFORM.
CUSTOMER’S USE OF THE PROJECTIONLAB PLATFORM, AND PROJECTIONLAB’S PROVISION OF THE PROJECTIONLAB PLATFORM TO CUSTOMER, CONSTITUTES AN AGREEMENT BY PROJECTIONLAB AND CUSTOMER TO BE BOUND BY THIS AGREEMENT.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 14, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THIS AGREEMENT, YOU AND PROJECTIONLAB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS AGREEMENT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
1. PROVISION OF SERVICES.
1.1 Access. Subject to the terms and conditions of this Agreement, ProjectionLab will provide Customer with access to the ProjectionLab Platform. ProjectionLab will provide Customer with any necessary passwords, security protocols and policies to allow Customer and its Authorized Users to access the ProjectionLab Platform. Customer is solely responsible for determining which Authorized Users are permitted to access and use the ProjectionLab Platform and is responsible for its Authorized Users’ compliance with this Agreement. As used in this Agreement, for individual Customers under subpart (a) of the Customer definition above, references to “Authorized Users” means the individual Customer themselves and for Customers under subpart (b) of the Customer definition above, references to “Authorized Users” means each of Customer’s employees, agents, and independent contractors who are authorized to access the ProjectionLab Platform pursuant to Customer’s rights under this Agreement.
1.2 Account Responsibilities. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the ProjectionLab Platform, and notify ProjectionLab promptly of any such unauthorized access or use known to Customer. Customer will notify ProjectionLab and delete any information regarding third parties that Customer or its Authorized Users do not have the authority to share. Customer will be liable for any loss or damage arising from all activities under its account.
1.3 Support Service. Subject to the terms and conditions of this Agreement, ProjectionLab will exercise commercially reasonable efforts to (a) provide support for the use of the ProjectionLab Platform to Customer; and (b) keep the ProjectionLab Platform operational and available to Customer.
1.4 Security Measures. ProjectionLab will implement and maintain technical and organizational measures designed to protect Customer Content (as defined below) in the possession or under the control of ProjectionLab against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access thereto (the “Security Measures”). ProjectionLab may update the Security Measures from time to time, so long as the updated measures do not materially decrease the overall protection of Customer Content in the possession or under the control of ProjectionLab.
2. FEES AND BILLING.
2.1 Fees and Billing Information. In consideration for the access rights granted to Customer under this Agreement, Customer will pay to ProjectionLab the Fees set forth in the applicable order form entered into between the parties or as displayed on ProjectionLab’s pricing page at the time of subscription. All Fees are billed in advance on a recurring basis at the frequency specified at the time of purchase (e.g., monthly, annually, etc.) (the “Billing Cycle”). The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on ProjectionLab’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees or the license of the ProjectionLab Platform to Customer. Customer will maintain complete, accurate and up-to-date billing and contact information at all times. If Customer’s payment method fails or Customer’s account is past due, ProjectionLab reserves the right to suspend or terminate Customer’s access to the ProjectionLab Platform.
2.2 Automatic Renewal. YOUR SUBSCRIPTION TO THE PROJECTIONLAB PLATFORM WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE AT THE THEN-CURRENT FEE UNLESS YOU CANCEL BEFORE THE END OF THE CURRENT BILLING CYCLE. Customer affirmatively consents to these recurring charges by completing the purchase of a subscription. Customer may cancel at any time through their account settings in the ProjectionLab Platform or by contacting ProjectionLab at support@projectionlab.com. Cancellation will take effect at the end of the then-current Billing Cycle and Customer will retain access to the ProjectionLab Platform through the end of such Billing Cycle. ProjectionLab does not provide refunds for partial Billing Cycles.
2.3 Fee Increases. ProjectionLab reserves the right to increase Fees at any time, subject to the following notice requirements: (a) ProjectionLab will provide Customer with no less than thirty (30) days’ prior written notice of any Fee increase, delivered to the email address associated with Customer’s account; (b) Fee increases will take effect no earlier than the start of the next Billing Cycle following the required notice period; (c) if Customer does not wish to continue their subscription at the increased Fee, Customer may cancel prior to the effective date of the increase in accordance with Section 2.2; and (d) Customer’s continued use of the ProjectionLab Platform after the effective date of a Fee increase constitutes Customer’s acceptance of the increased Fee. For California residents, if a Fee increase is material, ProjectionLab will obtain Customer’s affirmative consent before charging the increased Fee.
2.4 Free Trials. If ProjectionLab offers Customer a free trial, Customer will not be charged until the free trial period ends. At the end of the free trial, Customer’s subscription will automatically convert to a paid subscription and Customer’s designated payment method will be charged the applicable Fee unless Customer cancels before the end of the free trial period. ProjectionLab will remind Customer of the upcoming conversion and charge no less than three (3) days before the end of the free trial period.
3. INTELLECTUAL PROPERTY.
3.1 ProjectionLab License Grant. Subject to the terms and conditions of this Agreement, ProjectionLab grants to Customer a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to access and use the ProjectionLab Platform solely for Customer’s internal purposes and to make the ProjectionLab Platform available to Authorized Users.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the ProjectionLab Platform, except that Authorized Users engaged in Professional Use (as defined below) may share the ProjectionLab Platform’s outputs, projections, or recommendations with their clients pursuant to Section 11; (b) modify, adapt, alter or translate the ProjectionLab Platform; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the ProjectionLab Platform for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the ProjectionLab Platform, except as permitted by law; (e) interfere in any manner with the operation of the ProjectionLab Platform or the hardware and network used to operate the ProjectionLab Platform; (f) modify, copy or make derivative works based on any part of the ProjectionLab Platform; (g) access or use the ProjectionLab Platform to build a similar or competitive product or service; (h) attempt to access the ProjectionLab Platform through any unapproved interface; (i) use the ProjectionLab Platform in any activities that are illegal, fraudulent, or deceptive; (j) use the ProjectionLab Platform, or any portion thereof, in your own product or services offering; or (k) otherwise use the ProjectionLab Platform in any manner that exceeds the scope of use permitted under Section 3.1 (ProjectionLab License Grant) or in a manner inconsistent with applicable law or this Agreement.
3.3 Feedback. Customer hereby grants to ProjectionLab a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the ProjectionLab Platform any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the ProjectionLab Platform.
3.4 Ownership. The ProjectionLab Platform, and all worldwide intellectual property rights in it, are the exclusive property of ProjectionLab and its suppliers. All rights in and to the ProjectionLab Platform not expressly granted to Customer in this Agreement are reserved by ProjectionLab and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the ProjectionLab Platform or any part thereof.
3.5 Usage Data. ProjectionLab may collect and generate data and information relating to Customer’s and its Authorized Users’ use of the ProjectionLab Platform, including technical logs, metadata, device information, configuration data, performance data, and feature usage statistics (“Usage Data”). ProjectionLab may use Usage Data for its business purposes, including to operate, maintain, support, improve, analyze, and develop the ProjectionLab Platform, to create new products and services, and for benchmarking, analytics, and industry reporting, provided that Usage Data does not identify Customer or any individual.
4. CUSTOMER CONTENT AND CUSTOMER RESPONSIBILITIES.
4.1 Customer Content. “Customer Content” means any and all information, data, statistics, and other content that Customer or an Authorized User submits to or uses with the ProjectionLab Platform. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for ProjectionLab to use the Customer Content to provide the ProjectionLab Platform. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for ProjectionLab to use the Customer Content submitted by or on behalf of Customer for the purposes set forth in this Agreement.
4.2 Customer License Grant. Customer grants ProjectionLab a non-exclusive, worldwide, royalty-free and fully paid license during the term of this Agreement to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, use and distribute the Customer Content as necessary for purposes of providing the ProjectionLab Platform. As between the parties, Customer is the exclusive owner of the Customer Content and all worldwide intellectual property rights therein. All rights in and to the Customer Content not expressly granted to ProjectionLab in this Agreement are reserved by Customer.
4.3 Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage ProjectionLab’s system or data; and (e) otherwise violate the rights of a third party. Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. If Customer processes the personal data of any third party in Customer’s use of the ProjectionLab Platform, Customer is responsible for providing legally adequate privacy notices and obtaining necessary consents for processing, storage, use and transfer of such data, and, without limitation to any other terms of this Agreement, Customer represents and warrants that Customer has provided all necessary privacy notices and obtained all necessary consents in connection with the foregoing. Customer agrees that any use of the ProjectionLab Platform contrary to or in violation of the representations and warranties of Customer in this Section 4.3 (Customer Warranty) constitutes unauthorized and improper use of the ProjectionLab Platform.
5. CONFIDENTIALITY.
5.1 Definition of Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose or make available non-public information relating to the Disclosing Party’s business, (including, without limitation, computer programs and tooling, technical drawings, algorithms, models (inclusive of data used therein), know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), including any notes, summaries, memoranda or other derivatives prepared by the Receiving Party to the extent they reflect or reveal such information or data (“Confidential Information”).
5.2 Protection of Confidential Information. The Receiving Party agrees (a) to hold the Disclosing Party’s Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); (b) not to divulge any such Confidential Information or any information derived therefrom to any third person, except its own employees, officers, directors, agents and advisors (collectively, “Representatives”) who have a need to know for the purposes contemplated herein and who are subject to binding obligations of confidentiality with respect thereto; © not to use the Disclosing Party’s Confidential Information except to perform its obligations and exercise its rights under this Agreement; (d) not to copy or reverse engineer any such Confidential Information; and (e) not to export or reexport (within the meaning of U.S. or other export control laws or regulations) any such Confidential Information or product thereof in violation of applicable law. Any breach of this Agreement by a Representative of the Receiving Party is deemed a breach by the Receiving Party.
5.3 Exceptions. The foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party) generally available to the public; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; © was rightfully disclosed to it by a third party without restriction; or (d) was independently developed without access to or use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided, to the extent legally permissible, the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure.
6. DATA PRIVACY AND SECURITY.
ProjectionLab will process Customer Content, including any personal data contained therein, solely as necessary to provide and support the ProjectionLab Platform, in accordance with this Agreement and applicable law. ProjectionLab will implement reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, or disclosure. ProjectionLab may engage subprocessors to assist in providing the ProjectionLab Platform, provided that ProjectionLab remains responsible for their compliance with obligations substantially similar to those set forth in this Section. ProjectionLab will maintain a list of subprocessors and provide notice of material changes. Professional Use Customers (as defined in Section 11) may request further details by contacting support@projectionlab.com. In the event ProjectionLab becomes aware of a confirmed unauthorized access to, disclosure of, or destruction or alteration of Customer Content that compromises the security, confidentiality, or integrity thereof (“Security Incident”), ProjectionLab will notify Customer without undue delay, to the extent permitted by applicable law and provide Customer with reasonably available information regarding the nature and scope of the Security Incident. Notification by ProjectionLab of a Security Incident shall not constitute an acknowledgment or admission by ProjectionLab of any fault, liability, or wrongdoing in connection with such Security Incident. Residents of certain states may have additional rights under privacy laws, including the California Consumer Privacy Act, including the right to know, delete, and opt out of the sale of personal information. To submit a data rights request, contact support@projectionlab.com.
7. TERM AND TERMINATION.
7.1 Term. This Agreement will remain in full force and effect for so long as Customer uses the ProjectionLab Platform, unless earlier terminated in accordance with this Agreement.
7.2 Termination; Suspension. Customer may terminate its use of the ProjectionLab Platform at any time via the account settings in the ProjectionLab Platform or by contacting us at support@projectionlab.com. ProjectionLab may suspend or terminate Customer’s rights to access and use the ProjectionLab Platform at any time by providing reasonable prior notification to Customer (which in all cases shall be no less than 30 days), except in cases where Customer’s or its Authorized Users’ use of the ProjectionLab Platform violates this Agreement or applicable law, in which case termination may take place without such 30 day prior notice.
7.3 Effects of Termination. Upon termination of this Agreement for any reason: (a) all rights and licenses granted under this Agreement shall immediately terminate; (b) each party shall cease use of the other party’s Confidential Information and, upon request, return or destroy such Confidential Information; and (c) Customer will pay all outstanding Fees. Any provisions of this Agreement that by their nature should survive termination of this Agreement shall survive, including, without limitation, provisions relating to confidentiality, intellectual property ownership, data protection, indemnification, limitation of liability, dispute resolution, and any payment obligations accrued prior to termination. ProjectionLab will delete all Customer Content within sixty (60) days after termination of this Agreement except to the extent retention of Customer Content is required by applicable law, regulation, or valid legal order. Prior to deletion, ProjectionLab will provide Customer a reasonable opportunity (no less than 30 days) to export Customer Content in a commonly used format.
8. INDEMNIFICATION.
Customer shall defend, indemnify, and hold harmless ProjectionLab and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s and its Authorized Users’ access to or use of the ProjectionLab Platform; (b) Customer Content, including any claim that Customer Content infringes, misappropriates, or otherwise violates any third-party intellectual property, privacy, or other rights; (c) Customer’s breach of this Agreement; or (d) Customer’s use of the ProjectionLab Platform in combination with any products, services, or data not provided by ProjectionLab. Customer’s indemnification obligations are conditioned on ProjectionLab: (i) promptly notifying Customer of the claim; (ii) granting Customer the right, at Customer’s expense, to assume control of the defense and settlement of the claim (provided that Customer may not settle any claim in a manner that admits liability or imposes obligations on ProjectionLab without ProjectionLab’s prior written consent, not to be unreasonably withheld); and (iii) providing reasonable cooperation at Customer’s expense.
9. DISCLAIMERS.
9.1
THE PROJECTIONLAB PLATFORM AND ANY DOWNLOADABLE DATA AND REPORTS ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PROJECTIONLAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PROJECTIONLAB PLATFORM, INCLUDING THE DATA CONTAINED THEREIN. PROJECTIONLAB DOES NOT REPRESENT OR WARRANT THAT THE PROJECTIONLAB PLATFORM OR THAT THE PROJECTIONLAB MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE PROJECTIONLAB PLATFORM WILL BE UNINTERRUPTED. PROJECTIONLAB CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PROJECTIONLAB PLATFORM OR OUR DATA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. PROJECTIONLAB DOES NOT GUARANTEE THE ACCURACY OF ANY ADVICE, RECOMMENDATIONS OR OPINIONS PROVIDED THROUGH THE PROJECTIONLAB PLATFORM (“RECOMMENDATIONS”). CUSTOMER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR THE USE OF, AND RELIANCE ON, SUCH RECOMMENDATIONS.
9.2 No Financial, Tax, or Legal Advice.
THE PROJECTIONLAB PLATFORM AND ANY CONTENT OR TOOLS PROVIDED THROUGH THE PROJECTIONLAB PLATFORM, INCLUDING ANY CALCULATORS, PROJECTIONS, OR PLANNING OUTPUTS, ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. ALL PROJECTIONS AND OUTPUTS GENERATED BY THE PROJECTIONLAB PLATFORM ARE ILLUSTRATIVE ONLY, ARE BASED ON ASSUMPTIONS AND INPUTS PROVIDED BY CUSTOMER, AND ARE NOT GUARANTEES, PREDICTIONS, OR REPRESENTATIONS OF FUTURE FINANCIAL PERFORMANCE OR OUTCOMES. ACTUAL RESULTS WILL VARY, POTENTIALLY MATERIALLY, FROM ANY PROJECTIONS GENERATED BY THE PROJECTIONLAB PLATFORM.
THE PROJECTIONLAB PLATFORM IS NOT INTENDED AS, NOR SHOULD IT BE UNDERSTOOD OR CONSTRUED AS FINANCIAL, TAX, OR LEGAL ADVICE AND DOES NOT CONSTITUTE A RECOMMENDATION TO BUY, SELL, OR HOLD ANY SECURITY OR INVESTMENT PRODUCT. PROJECTIONLAB IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, FINANCIAL PLANNER, OR TAX PROFESSIONAL.
IF CUSTOMER OR AUTHORIZED USERS OF CUSTOMERS ARE LICENSED FINANCIAL PROFESSIONALS USING THE PROJECTIONLAB PLATFORM IN CONNECTION WITH CLIENT ADVISORY SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PROJECTIONLAB PLATFORM IS A PLANNING AND ANALYTICAL TOOL ONLY. ALL OUTPUTS AND RECOMMENDATIONS MUST BE INDEPENDENTLY REVIEWED AND EVALUATED BY THE LICENSED PROFESSIONAL PRIOR TO USE WITH OR COMMUNICATION TO ANY CLIENT. THE PROJECTIONLAB PLATFORM DOES NOT SUBSTITUTE FOR THE PROFESSIONAL’S INDEPENDENT JUDGMENT, FIDUCIARY OBLIGATIONS, OR COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS. PROJECTIONLAB MAKES NO REPRESENTATION THAT USE OF THE PROJECTIONLAB PLATFORM SATISFIES ANY REGULATORY, COMPLIANCE, OR SUITABILITY OBLIGATIONS OF ANY LICENSED PROFESSIONAL.
PROJECTIONLAB STRONGLY RECOMMENDS THAT ALL USERS CONSULT WITH QUALIFIED FINANCIAL, TAX, AND LEGAL PROFESSIONALS WHO HAVE A FIDUCIARY RELATIONSHIP WITH THEM BEFORE MAKING ANY FINANCIAL OR INVESTMENT DECISIONS. CUSTOMER AGREES THAT IT WILL NOT RELY ON THE PROJECTIONLAB PLATFORM AS A SUBSTITUTE FOR PROFESSIONAL ADVICE TAILORED TO CUSTOMER’S SPECIFIC CIRCUMSTANCES.
9.3 Third-Party Services. ProjectionLab is not responsible for the content, policies, or activities of third-party services, integrations, or plugins linked or integrated with the ProjectionLab Platform. These services and plugins are provided by independent third-party developers and are used at your own discretion, subject to their terms and privacy practices. ProjectionLab does not control or endorse third-party services or plugins and is not responsible for their behavior, data access, or security practices.
9.4 Disclaimer Regarding AI Technology. Customer acknowledges and agrees that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI Technology that may be contained within the ProjectionLab Platform and the outputs it generates, including that (a) the outputs may contain errors or misleading information and may not be accurate or reliable; (b) AI technology is based on predefined rules and algorithms that lack the ability to think creatively and produce new ideas and can result in repetitive or formulaic content; © AI technology can struggle with understanding the nuances of language and tone, including slang, idioms, and cultural references, which can result in output that is out of context, does not make sense and/or is impersonal; (d) AI technology can struggle with complex tasks that require reasoning, judgment, and decision-making; and (e) AI technology require large amounts of data to train and generate content, and the data used to train AI technology may be of poor quality, which will negatively impact the accuracy and quality of the generated output. Customer will use independent judgment and discretion before relying on or otherwise using output from the ProjectionLab Platform including whether human review is appropriate or desirable before sharing or using any output.
10. LIMITATION ON LIABILITY.
10.1
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROJECTIONLAB BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROJECTIONLAB HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
10.2
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF PROJECTIONLAB ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PROJECTIONLAB PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO PROJECTIONLAB DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) FIVE HUNDRED DOLLARS ($500.00).
10.3
THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 (LIMITATION OF LIABILITY) WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THIS AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11. PROFESSIONAL USE.
If Customer uses the ProjectionLab Platform in a professional or commercial capacity, including providing financial education, planning, coaching, or advisory services to third parties (“Professional Use”), the additional terms set forth in this Section 11 apply.
11.1 Customer represents and warrants that (a) Customer and each Authorized User engaged in Professional Use holds all licenses, registrations, and authorizations required by applicable federal and state law to perform the services they are providing, including without limitation any required registrations with the SEC, FINRA, or applicable state securities regulators; (b) Customer’s Professional Use of the ProjectionLab Platform complies and will continue to comply with all applicable laws, rules, and regulations, including without limitation those governing investment advice, financial planning, suitability, fiduciary obligations, and client disclosures; and (c) Customer will not use the ProjectionLab Platform to provide services that require a license or registration that Customer or its Authorized Users do not hold.
11.2 Customer acknowledges that all outputs, projections and/or recommendations generated by the ProjectionLab Platform are analytical and illustrative tools only. Customer and its Authorized Users are solely responsible for independently reviewing, validating, and evaluating all ProjectionLab Platform outputs, projections, and/or recommendations prior to use with or communication to any client. Customer shall not present any ProjectionLab Platform outputs, projections and/or recommendations to clients as guaranteed outcomes or in any manner that would cause a client to reasonably rely on such outputs, projections, or recommendations without understanding their illustrative and assumption-based nature.
11.3 Customer is solely responsible for making all disclosures required by applicable law and regulation to its clients in connection with Professional Use, including disclosures regarding the nature and limitations of the tools and outputs used in preparing any financial plan, analysis, or recommendation.
11.4 In addition to Customer’s indemnification obligations under Section 8, Customer shall defend, indemnify, and hold harmless ProjectionLab and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by any of Customer’s clients or prospective clients arising out of or relating to: (a) Customer’s or its Authorized Users’ Professional Use of the ProjectionLab Platform; (b) any financial advice, recommendation, or service provided by Customer or its Authorized Users to their clients, whether or not such advice or service was informed by or incorporated outputs, projections, or recommendations from the ProjectionLab Platform; (c) Customer’s failure to hold required licenses or comply with applicable regulatory requirements; or (d) Customer’s failure to make required disclosures to its clients.
11.5 ProjectionLab does not monitor, supervise, verify, or enforce compliance with any professional, regulatory, licensing, or fiduciary obligations applicable to Customer or its Authorized Users. ProjectionLab’s provision of the ProjectionLab Platform to Customer does not create any supervisory, compliance, or oversight obligation on the part of ProjectionLab with respect to Customer’s professional services or client relationships.
12. MODIFICATIONS TO THE SERVICES.
ProjectionLab reserves the right to modify or discontinue, temporarily or permanently, the ProjectionLab Platform, or any features or portions thereof, provided that ProjectionLab will use reasonable efforts to provide advance notice of any material modifications or discontinuation. You agree that ProjectionLab will not be liable for any modification, suspension or discontinuance of the ProjectionLab Platform, or any part thereof.
13. CHANGES.
ProjectionLab may change the terms of this Agreement from time to time at its sole discretion. If ProjectionLab makes any material changes, it will attempt to notify Customer by sending an email to the last email address provided to ProjectionLab and/or posting a notice on ProjectionLab’s website. Any material changes to the terms of this Agreement will be effective upon the earlier of (a) Customer’s acceptance of the new Terms if ProjectionLab provides a mechanism for Customer’s immediate acceptance in a specified manner (such as a click-through review and acceptance mechanism) or (b) Customer’s next billing cycle.
14. DISPUTE RESOLUTION; BINDING ARBITRATION.
PLEASE READ THIS SECTION 14 CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH PROJECTIONLAB AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SECTION 14.3. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
14.1 Dispute Resolution. For any dispute or claim that you have against ProjectionLab or relating in any way to the ProjectionLab Platform or other services, you agree to first contact ProjectionLab and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to ProjectionLab by email at support@projectionlab.com or by certified mail addressed to 1 Washington Mall #1296, Boston, Massachusetts 02108. The Notice must (a) include your name, residence address (or if you are an entity, your principal place of business address), email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. You agree that this dispute resolution process must be followed prior to you initiating any arbitration or filing a claim against ProjectionLab.
14.2 Arbitration of Disputes. If you and ProjectionLab cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, both parties agree that any unresolved controversy or claim arising out of or relating to this Agreement, or the breach thereof, or the ProjectionLab Platform or other services shall be settled by binding bilateral arbitration administered by the American Arbitration Association (“AAA”) pursuant to (a) the AAA Consumer Arbitration Rules, for disputes brought by Customers who are individuals who are natural persons; or (b) the AAA Commercial Arbitration Rules, for disputes brought by Customers who are entities (as applicable, the “AAA Rules”), except as modified by this Section 14. You hereby consent to the Mass Arbitration Supplementary Rules where applicable, and, where applicable, the Mass Arbitration Supplementary Rules shall be included in the defined term “AAA Rules.” The most recent version of the AAA rules is available at www.adr.org and are hereby incorporated by reference. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Suffolk County, Massachusetts or if your claim does not exceed $10,000 then the arbitration will be conducted solely on the basis of the documents you and ProjectionLab submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
14.3 Opt-Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by sending an email to support@projectionlab.com. To be effective, the opt-out notice must include your full name and address, the email associated with your account on the ProjectionLab Platform, and clearly indicate your intent to opt out of binding arbitration (“Opt-Out Notice”). Once ProjectionLab receives your Opt-Out Notice, this Section 14 will be void and any action arising out of this Agreement will be resolved as set forth in Section 15. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice. For the avoidance of doubt, this opt-out right is available only to Customers who are individuals (natural persons) and is not available to Customers who are entities.
14.4 No Representative Actions. You and ProjectionLab agree that any dispute arising out of or related to this Agreement or the ProjectionLab Platform or other services is personal to you and ProjectionLab and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
14.5 Exceptions. Nothing in this Section 14 will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim. FOR THE AVOIDANCE OF DOUBT, OTHER THAN THE EXCEPTIONS LISTED ABOVE, YOU AND PROJECTIONLAB EACH WAIVE YOUR RESPECTIVE RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROJECTIONLAB PLATFORM OR OTHER SERVICES RESOLVED IN COURT.
14.6 Batch Arbitration. To promote efficient handling of arbitration claims, if (a) twenty-five (25) or more substantially similar claims brought by Customers who are individuals (natural persons); or (b) one hundred (100) or more substantially similar claims brought by Customers who are entities, are filed against ProjectionLab within reasonably close temporal proximity, by or with the help of an entity or coordinated group of entities, whether or not such claims are filed simultaneously, the AAA will promptly take steps to administer the claims in batches of twenty-five (25) (plus a final batch consisting of any remaining claims). Each batch will be considered as a single consolidated arbitration and be appointed one arbitrator and with one set of filing and administrative fees per side, one procedural calendar, one hearing (if any), and one final award. The arbitrator will take other steps as necessary for a speedy and efficient resolution of the claims. Claims are of a “substantially similar nature” if they arise out of or relate to the same event or facts, raise similar legal issues and/or causes of action, and seek similar relief. If we disagree on whether this batch arbitration process applies, the AAA will appoint an arbitrator to decide that issue, whose fees will be paid by ProjectionLab and who may prescribe procedures needed to resolve the disagreement. This batch arbitration process does not authorize a class, collective, consolidated, joint, or mass arbitration or action other than as may be set forth in this Section 14.
14.7 You and ProjectionLab agree that this Agreement affects interstate commerce, and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
14.8 Confidentiality. The arbitrator, ProjectionLab, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
14.9 Fees. You and ProjectionLab agree that for any arbitration you initiate, you will pay the filing fee and ProjectionLab will pay the remaining AAA fees and costs. For any arbitration initiated by ProjectionLab, ProjectionLab will pay all AAA fees and costs. However, if the arbitrator decides that either the substance of either party’s claim or the remedy either party asked for is frivolous or was brought for an improper purpose, such party will be responsible for all filing, administrative, and arbitrator fees and the other party’s attorneys’ fees. You and ProjectionLab agree that the state or federal courts of the State of Massachusetts and the United States sitting in Suffolk County, Massachusetts have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
14.10 Enforceability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. GOVERNING LAW AND VENUE.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Massachusetts, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Suffolk County, Massachusetts for any lawsuit filed there against Customer by ProjectionLab arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16. INDEPENDENT CONTRACTORS.
Customer’s relationship to ProjectionLab is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of ProjectionLab.
17. COMPLIANCE WITH LAW.
Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its license and use of the ProjectionLab Platform, including any export control laws.
18. NOTICE TO CALIFORNIA RESIDENTS.
If you are a California resident and using the ProjectionLab Platform for your individual use, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210 in order to resolve a complaint regarding the ProjectionLab Platform.
19. GENERAL TERMS.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and Customer’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without ProjectionLab’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ProjectionLab may freely assign this Agreement, or any portion thereof. The terms and conditions set forth in this Agreement shall be binding upon assignees. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.
