Platform Terms

These Platform Terms are between Prebreak Inc. (“Prebreak”) and the business customer identified in an accepted order or evaluation arrangement (“Customer”). They govern the Prebreak application, workspaces, APIs, supported analyses and related services identified in that arrangement (“Services”). They are for business use, not personal, family or household use.

Formation, documents, and users

The agreement starts when an authorized Customer representative signs an order incorporating these Terms or affirmatively accepts them through the clearly identified contracting flow. That representative warrants authority to bind Customer. An invited user without such authority accepts only usage obligations presented for that role, not purchase commitments for an employer. Customer manages and is responsible for the use it authorizes, users, contractors and project permissions.

The agreement includes the order/evaluation terms, these Platform Terms, the California Data Processing Addendum where applicable, Data Use and Model Improvement Policy, Acceptable Use Policy and AI and Entitlement Analysis Disclosure. Mandatory law controls first. A separately signed agreement controls provisions it expressly varies; the data-processing addendum controls conflicting personal-data terms; the order controls commercial scope and provisions it specifically overrides. A general policy update cannot silently reduce negotiated confidentiality or data-use restrictions. The Privacy Policy describes practices rather than supplying blanket consent.

External reviewers accept separately presented External Review Terms within their authorized scope. Customer purchase-order boilerplate or unilateral terms do not amend this agreement, even if a purchase-order number is used for administration.

Access, scope, and changes

During the term, Prebreak grants authorized users a limited, non-exclusive, non-transferable right to access Services for Customer’s internal entitlement business and authorized collaboration within the order. Customer may not resell, sublicense, operate a service bureau or give unapproved third parties direct access. An entitler may serve the clients and projects its order authorizes.

The order defines active projects, declared program, supported jurisdictions/claim families, maturity, capacity, fees and term. One campaign may include multiple parcels, phases and filings within its agreed scope. Separate campaigns, archive and reactivation follow the order. Automated plan recognition may flag a discrepancy but does not itself change price or tier.

Prebreak may maintain, modify or retire features and adjust source coverage as technology, law, source rights or security require. It will not materially reduce purchased core functionality during a paid committed term without an equivalent replacement or a right to terminate the materially affected service and receive unused prepaid fees for it. Emergency legal/security restrictions may take effect promptly. Roadmaps, demos and internal targets are not contractual delivery dates or service levels unless expressly agreed.

Customer and professional responsibilities

Customer is responsible for accurate project inputs, lawful authority, licensed sources, its professional team, access permissions and timely review. It must secure necessary rights, notices and permissions for plans, studies, title records, correspondence, financial information, personal data and third-party content for the authorized processing. It must disclose special privilege, confidentiality, retention, source-license or regulatory restrictions before affected processing and avoid unsupported channels.

Customer and qualified professionals remain responsible for legal strategy, design, surveys, certifications, filings, official delivery/receipt, deadlines, compliance, underwriting and investment decisions. Before acting, they must review exact versions, sources, assumptions, exclusions and unresolved issues. Customer must maintain practical independent access to essential records and a contingency for time-sensitive filing. This does not excuse Prebreak’s express obligations or nonwaivable liability.

Authorized humans must approve external issue, communications, sharing, material risk acceptance and project decisions. Customer determines recipients and whether a review channel is appropriate for agency use. Revocation cannot recall copies already downloaded, emailed or officially filed. The Services do not create or preserve legal privilege or override public-record law.

Data, license, and product improvement

Customer retains rights in its materials and private house knowledge, subject to third-party rights. It grants Prebreak a non-exclusive, worldwide, royalty-free license during the service and authorized retention periods to host, copy, process, analyze, transform, transmit, display, protect, support and export those materials to provide Services and follow lawful instructions. Restricted providers may perform these tasks on Prebreak’s behalf.

DEFAULT-ON PRODUCT IMPROVEMENT. Subject to the Data Use and Model Improvement Policy, Customer also licenses eligible project materials, usage, corrections and outcomes for developing, training, fine-tuning, testing, evaluating and improving Prebreak-controlled products, models and reusable knowledge, including improvements benefiting other customers. Customer may opt out in organization/project Data Controls. More restrictive law, source rights, prior agreements and recorded exclusions control. The grant does not provide private source files to other customers or permit independent providers to train unrelated general-purpose models.

The license includes authorized preparation, annotation, lawful de-identification and derivation. Participation creates no royalty or ownership in Prebreak products. Prebreak owns its technology, models, methods, rules, licensed shared datasets and generalized improvements, subject to Customer’s underlying rights. After opt-out or termination it may retain only generalized learning and records lawfully permitted by the Data Use and Model Improvement Policy and governing obligations; not every record becomes an irrevocable contribution.

As between the parties, Customer owns its original materials and customer-specific content in outputs to the extent such rights arise. Prebreak retains underlying technology, reusable methods and licensed sources. Customer receives a continuing non-exclusive right to use lawfully exported outputs for its projects, professional, financing and transaction purposes, subject to payment obligations, confidentiality, source rights and preserved material limitations. Outputs may be similar to others and may not be independently copyrightable; exclusivity and non-infringement of every generated result are not promised.

Voluntarily submitted separate nonconfidential product suggestions may be used under a worldwide, royalty-free, perpetual and, to the extent lawful, irrevocable license to improve and commercialize Prebreak’s business. A project upload, usage log, restricted correction or support attachment is not automatically such a suggestion and cannot bypass an opt-out.

Confidentiality and security

Each party will protect the other’s information identified or reasonably understood as confidential, using at least reasonable care, and use it only for authorized agreement purposes. Disclosure is limited to personnel, advisers and restricted providers who need access, authorized project recipients, or lawful compulsory disclosures. Express licensed improvement uses are permitted purposes only within the Data Use and Model Improvement Policy’s eligibility, confidentiality and opt-out limits.

Exclusions apply to information demonstrably lawfully known without restriction, public without breach, lawfully received from an unrestricted source, or independently developed without protected information. Incorporating a drawing or sensitive fact into a model does not itself authorize disclosure.

A party may comply with a legal disclosure duty and, unless prohibited or impracticable, will give reasonable notice and cooperate at the other party’s expense in a lawful protective request. No term requires concealment from a regulator. Confidentiality survives for five years after termination and, for trade secrets, while protected by law; personal-data duties survive as required.

Prebreak will maintain reasonable safeguards and agreed incident terms. The processing addendum and completed schedules state applicable measures. No certification, absolute security, zero loss, zero retention, uptime or recovery promise arises from an unagreed internal target.

Fees and commercial terms

Fees, billing, committed term, capacity and any automatic renewal must be stated in the order or clear purchase flow. These Terms alone do not create automatic renewal. Unless stated otherwise, undisputed invoices are due within 30 days. Fees are noncancelable/nonrefundable except under an express remedy, order or mandatory law. Underuse or an unfavorable project result does not cancel committed fees.

Customer pays transaction taxes other than taxes on Prebreak’s net income and supplies valid exemption documents. After lawful notice, overdue undisputed amounts may accrue interest at the lesser of 1% per month or the lawful maximum. Identify billing disputes promptly with detail; nonwaivable rights remain. Future-term price changes require applicable advance notice and do not retroactively increase a committed price.

No agency or professional outcome guarantee

PREBREAK DOES NOT GUARANTEE AGENCY COMPLETENESS, FIRST-PASS ACCEPTANCE, APPROVAL, PARTICULAR YIELD, LEGAL INTERPRETATION, PROCESSING DATE, SAVINGS, RETURN OR OTHER PROJECT OUTCOME. The Services can omit, misclassify or misinterpret information. Sources may conflict, change or be unavailable. Forecasts and model outputs may be wrong. “Decision-grade,” “verified” and “ready” describe defined checks and supported scope, not perfection or government acceptance.

Prebreak is not Customer’s attorney, architect, engineer, surveyor, environmental consultant, appraiser, investment adviser or government representative. Scenarios are not professional instruments. The AI and Entitlement Analysis Disclosure explains reliance limits. An incompleteness letter, comment, adverse interpretation or denial alone does not establish breach or create a refund right; an actual failure of an express contractual duty must be assessed separately.

Limited warranty and remedy

For paid, generally available Services, Prebreak warrants material conformity of core functionality to the applicable written service documentation within purchased supported scope when used as authorized. This is not a warranty of every output’s accuracy, legal correctness or agency outcome. Customer must give reasonably detailed notice of material nonconformity during the term and allow a reasonable opportunity to investigate and correct or provide a practical workaround.

For a proven breach of that warranty, Prebreak may correct the affected service, provide a substantially equivalent workaround, or terminate it and refund unused prepaid fees for the remaining terminated period. These are the exclusive contractual remedies for this limited warranty to the extent lawful, without reducing separate nonwaivable duties. It excludes issues to the extent caused by unsupported inputs, unauthorized changes, misuse or independent third-party changes.

EXCEPT FOR THIS EXPRESS WARRANTY AND NONWAIVABLE OBLIGATIONS, SERVICES, SOURCES AND OUTPUTS ARE “AS IS” AND “AS AVAILABLE.” PREBREAK DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE, NON-INFRINGEMENT AND COMPLETE, ERROR-FREE OR UNINTERRUPTED ANALYSIS. EVALUATION, BETA, EXPERIMENTAL AND FREE SERVICES HAVE NO CONTRACTUAL PERFORMANCE WARRANTY OR SLA UNLESS EXPRESSLY AGREED. Confidentiality, data protection and mandatory duties still apply.

Liability allocation

TO THE MAXIMUM EXTENT LAWFUL, PREBREAK AND ITS AFFILIATES, SUPPLIERS AND PERSONNEL EXCLUDE INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY AND PUNITIVE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, OPPORTUNITY, GOODWILL OR DATA; AND FINANCING, HOLDING, DELAY OR PROPERTY-VALUE LOSSES ARISING FROM RELIANCE ON THE SERVICES, IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PREBREAK’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF US$100 OR THE FEES CUSTOMER ACTUALLY PAID FOR AFFECTED SERVICES IN THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. RELATED CLAIMS SHARE ONE CAP; MULTIPLE USERS, PROCEEDINGS OR LEGAL THEORIES DO NOT MULTIPLY IT. THE ALLOCATION APPLIES TO THE EXTENT LAWFUL EVEN IF A LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

These restrictions do not limit fraud, willful misconduct, gross negligence or violations of law to the extent nonwaivable, nonwaivable statutory privacy/consumer remedies, or other liability law prohibits limiting. They do not restrict regulatory powers or public injunctive relief where waiver is unlawful. Disclaimers cannot cure deceptive claims. Customer’s payment and indemnity duties are not reduced by Prebreak’s cap.

Customer indemnity

To the extent lawful, Customer will defend, indemnify and hold Prebreak and its personnel harmless against third-party claims and resulting damages, settlements and reasonable defense costs from attributable Customer-material infringement; failure to obtain necessary content/data rights, notices or permissions; unlawful/prohibited use; or unauthorized disclosures, filings or external representations. It excludes claims to the extent caused by Prebreak’s breach, unauthorized processing, gross negligence, willful misconduct or nonwaivable wrongdoing.

Prebreak will provide reasonably prompt notice, reasonable cooperation at Customer’s expense and defense control with qualified counsel subject to conflicts. Notice delay relieves Customer only to the extent materially prejudiced. Settlement may not admit Prebreak fault, impose nonmonetary duties on it or omit a full release without reasonable written consent. Prebreak may participate through its own counsel at its expense. No separate Prebreak IP-defense indemnity is offered unless expressly agreed; mandatory rights remain.

Suspension and termination

Prebreak may promptly restrict affected access for material security threats, unlawful use, source-right restrictions or material harm, using proportionate measures where practicable. It may suspend for overdue undisputed fees after notice and a reasonable cure opportunity. Where appropriate, it will identify the reason and restoration path. Restrictions do not authorize unnecessary record destruction.

Either party may terminate for a material breach uncured 30 days after notice, or promptly for an incurable breach where lawful. Customer may stop using the service, but committed fees remain absent a contractual/legal termination right. Following termination for Prebreak’s uncured material breach, future unprovided periods are not payable and their unused prepaid fees are refundable.

Export, retention, and survival

The order/data schedule specifies export, archive, deletion and backups. Unless otherwise agreed, Customer may request a standard export during the term and for 30 days after termination, subject to necessary identity/security checks and source rights. Prebreak need not transfer proprietary models, rule implementations or restricted licensed datasets. Ordinary export is not withheld merely for opting out or a disputed invoice; separately requested migration work may carry agreed fees.

After the export period, records follow documented deletion, backup and legal-hold arrangements and law. Version integrity is not permanent retention. The Data Use and Model Improvement Policy controls surviving generalized learning. Accrued payment, confidentiality, IP, lawful survival rights, liability allocation and provisions inherently surviving remain effective subject to mandatory law.

General and disputes

California law governs, excluding conflicts rules. Subject to mandatory law and jurisdiction, agreement disputes belong in California state courts in San Bernardino County or the U.S. District Court for the Central District of California. The parties will reasonably attempt business resolution after notice before filing, except urgent relief, a limitations deadline, regulatory contact or a nonwaivable right. This does not toll limitations without agreement or law. No compulsory arbitration or class-action waiver is imposed.

Events beyond reasonable control excuse delay only to the extent not reasonably preventable or mitigable, excluding accrued payment duties. This does not excuse reasonable security, required incident response or nonwaivable duties. Customer may assign with consent not unreasonably withheld for a genuine business transfer; Prebreak may assign with reorganization or transfer of the relevant business, subject to surviving data restrictions.

Delay in enforcement is not waiver. Unenforceable terms are limited or severed as lawful without defeating the essential agreement. No customer logo, testimonial or case study is licensed by these terms alone. Material changes are prospective with appropriate notice; commercial changes apply at renewal unless mutual acceptance or law permits otherwise. Required affirmative acceptance or consent must be obtained. No amendment silently overrides a stricter signed data term or re-enrolls opted-out data.

Contact: hello@prebreak.com; Prebreak Inc., 700 E Redlands Blvd U172, Redlands, CA 92373.