$20,000.00 USD

Every year

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Terms and Conditions

Last updated: January 21, 2026

Please read these Terms and Conditions (“Terms”) carefully before using the Service.

Interpretation and Definitions

Interpretation

Words with the initial letter capitalized have meanings defined below. These definitions apply whether the terms appear in singular or plural.

Definitions

For the purposes of these Terms:

  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting securities or equivalent governing interests.

  • Account means a unique account created for You to access the Service.

  • Company (“Company,” “We,” “Us,” or “Our”) refers to Prosera, 30 N Gould St Ste N, Sheridan, WY 82801, United States.

  • Content means data, text, files, images, or other information uploaded to or generated through the Service by You.

  • Device means any device capable of accessing the Service.

  • Feedback means feedback, ideas, or suggestions provided by You regarding the Service.

  • Service means the subscription-based software services made available through the Company’s website.

  • Subscription means paid access to the Service for a defined period.

  • Website refers to ProSphere, accessible via the Company’s website.

  • You means the individual or legal entity accessing or using the Service.

Acknowledgment

These Terms govern Your access to and use of the Service and form a binding agreement between You and the Company.

By accessing or using the Service, You agree to be bound by these Terms. If You do not agree, You may not use the Service.

You represent that You are at least 18 years old and authorized to enter into these Terms on behalf of Yourself or the entity You represent.

Your use of the Service is also subject to the Company’s Privacy Policy.

Business Use; Order Forms; Priority of Terms

The Service is intended for business and professional use.

If You enter into a written quote, order form, statement of work, renewal agreement, or other written agreement with the Company (each, an “Order Form”), and there is a conflict between that Order Form and these Terms, the Order Form will govern only to the extent of the conflict.

Subscriptions

Subscription Term and Billing

Subscriptions are provided for a fixed term (e.g., monthly or annually) and are billed in advance unless otherwise stated in an applicable Order Form.

Renewals

Unless otherwise specified in writing, Subscriptions automatically renew for an additional term equal to the then-current Subscription term.

For clarity:

  • Each renewal constitutes a new Subscription term

  • Renewal pricing, terms, or scope may differ from the prior term

Cancellation of Auto-Renewal

You may cancel auto-renewal through Your Account settings or by contacting the Company before the renewal date. Cancellation prevents future renewal but does not terminate the current Subscription term.

You will retain access to the Service through the end of Your current paid term.

Renewal Commitments; No Refunds

Except as required by law or expressly agreed in writing:

  • Subscription fees are non-refundable

  • Once a renewal invoice is issued and accepted, or the renewal term begins, the renewal is non-cancellable and non-refundable

Invoicing; Purchase Orders

For certain customers, the Company may invoice Subscription fees rather than charging a payment method automatically. Payment terms will be stated on the invoice or applicable Order Form.

If a purchase order is required, You must provide it prior to invoice issuance unless otherwise agreed.

If payment is not received by the due date, the Company may suspend access to the Service until payment is made.

Fee Changes

The Company may modify Subscription fees at its discretion. Any fee changes will take effect at the start of the next Subscription term unless otherwise stated in writing.

The Company will provide reasonable prior notice of material pricing changes where practicable.

Renewal pricing is not guaranteed to remain the same as the prior term unless expressly agreed in writing.

User Accounts

You are responsible for maintaining accurate Account information and safeguarding Your login credentials.

You are responsible for all activity conducted through Your Account and must notify the Company promptly of any unauthorized use or security breach.

The Company may suspend or terminate Accounts that violate these Terms.

Content

Ownership and License

You retain ownership of all Content You upload to the Service.

You grant the Company a limited, non-exclusive license to host, store, process, and display Your Content solely as necessary to operate and provide the Service.

Content Restrictions

You may not upload or transmit Content that is unlawful, infringing, malicious, or otherwise violates these Terms or applicable law.

The Company may remove Content or restrict access if it reasonably believes the Content violates these Terms.

Data Backups

While the Company may perform backups, You are responsible for maintaining independent copies of Your Content. The Company does not guarantee the availability or integrity of backups.

Intellectual Property

The Service, including all software, features, and functionality (excluding Your Content), is the exclusive property of the Company and its licensors and is protected by intellectual property laws.

You may not copy, modify, distribute, or create derivative works from the Service except as expressly permitted.

Feedback

You assign all rights in any Feedback You provide to the Company. If assignment is not enforceable, You grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use the Feedback without restriction.

Third-Party Services

The Service may integrate with or link to third-party services. The Company is not responsible for third-party content, systems, or practices, and Your use of third-party services is subject to their terms.

Termination

The Company may suspend or terminate Your access to the Service immediately if You breach these Terms or if suspension is necessary to protect the Service, the Company, or other users.

Upon termination, Your right to access the Service will cease. Outstanding payment obligations will survive termination.

Limitation of Liability

To the maximum extent permitted by law:

  • The Company will not be liable for indirect, incidental, special, consequential, or punitive damages

  • The Company’s total liability under these Terms will not exceed the fees paid by You to the Company in the twelve (12) months preceding the claim, or $100 USD, whichever is greater, unless otherwise stated in an applicable Order Form

Some jurisdictions do not allow certain limitations, so these limitations may not fully apply to You.

Disclaimer of Warranties

The Service is provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, whether express, implied, statutory, or otherwise.

The Company does not warrant that the Service will be uninterrupted, error-free, secure, or meet Your specific requirements.

Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Dispute Resolution

Before initiating formal proceedings, You agree to attempt to resolve disputes informally by contacting the Company.

United States Legal Compliance

You represent that You are not located in a country subject to U.S. embargo and are not listed on any U.S. government restricted-party list.

Severability and Waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

Failure to enforce a provision is not a waiver of future enforcement.

Changes to These Terms

The Company may update these Terms from time to time. Material changes will be communicated with reasonable advance notice where practicable.

Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Contact Us

If you have questions about these Terms, contact us:

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