These Terms of Service (“Terms”) govern access to and use of the websites, applications, dashboards, platforms, reports, analytical tools, and related services offered by Prism Indices, Inc. (“Prism,” “we,” “us,” or “our”), including the Prism Clinic Viability Index and related products and services (collectively, the “Services”).
By accessing or using the Services, creating an account, accepting an order form or subscription agreement that references these Terms, or otherwise indicating acceptance of these Terms, you agree to be bound by them.
If you use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case, “you” and “Client” refer to that entity.
If you have entered into a separate written agreement, order form, statement of work, subscription agreement, or similar document with Prism (“Subscription Documentation”), that Subscription Documentation is incorporated into these Terms. If there is a conflict, the Subscription Documentation controls with respect to the subject matter of the conflict.
1. The Prism Services
Prism provides software and analytical tools designed to support real estate evaluation, site selection, market analysis, property comparison, financial analysis, portfolio planning, and related decision-making.
The specific features, user limits, products, subscription term, fees, and other commercial terms applicable to a Client may be identified in the applicable Subscription Documentation.
Prism may improve, modify, replace, add to, or discontinue portions of the Services from time to time. We will use commercially reasonable efforts not to materially reduce the core functionality of a paid Service during an active subscription term without reasonable notice.
2. Analytical Nature of the Services
Prism is a decision-support and analytical platform.
Scores, rankings, Prism Index results, recommendations, market analyses, financial analyses, property information, demographic information, competitive information, maps, projections, narratives, reports, and other outputs generated through the Services are intended to assist professional judgment.
They are not guarantees of:
- property performance;
- investment returns;
- lease economics;
- profitability;
- patient volume;
- revenue;
- market demand;
- regulatory approval;
- transaction completion; or
- future business results.
Prism does not replace independent professional judgment or due diligence.
Prism is not providing legal, tax, accounting, medical, investment, appraisal, engineering, architectural, environmental, brokerage, or other regulated professional advice through the Services unless expressly stated in a separate written agreement.
Users remain responsible for independently evaluating properties, transactions, data, assumptions, and recommendations before making business decisions.
3. Accounts and Authorized Users
You may be required to create an account to access some Services.
You agree to provide accurate information and keep your account information current.
You are responsible for safeguarding passwords, authentication credentials, and other account-access information and for activity conducted through accounts under your control.
You may authorize employees, contractors, advisors, clients, or other permitted users to access the Services to the extent permitted by your subscription (“Authorized Users”).
You are responsible for ensuring that your Authorized Users comply with these Terms.
You must promptly notify Prism if you become aware of unauthorized access to your account.
4. License and Permitted Use
Subject to these Terms and payment of applicable fees, Prism grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Services for your internal business purposes and other expressly authorized purposes.
You may use Prism-generated reports, analyses, property comparisons, and similar outputs in connection with your legitimate business activities, including communications with clients, colleagues, advisors, and decision-makers, subject to any confidentiality or third-party-data restrictions applicable to those materials.
5. Restrictions
You may not, and may not permit another person to:
- copy or reproduce substantial portions of the Services except as expressly permitted;
- resell, sublicense, lease, rent, or provide unauthorized third-party access to the Services;
- reverse engineer, decompile, disassemble, or attempt to discover the source code or non-public architecture of the Services;
- circumvent authentication, access controls, rate limits, or security measures;
- use the Services to gain unauthorized access to data, accounts, organizations, or systems;
- scrape or systematically extract information from the Services except through an authorized export or API;
- use the Services in violation of applicable law;
- upload malicious code;
- knowingly submit information you do not have the right to use;
- remove Prism proprietary notices from reports or materials where those notices are intended to remain; or
- use Prism technology, proprietary methodologies, scoring systems, or confidential documentation to create a materially competing product through unauthorized copying or reverse engineering.
6. Client Data
“Client Data” means information, documents, text, images, property information, search criteria, financial assumptions, commentary, messages, and other materials submitted to the Services by or on behalf of Client.
As between Prism and Client, Client retains its rights in Client Data.
Client grants Prism the limited rights necessary to host, process, copy, transmit, display, back up, and otherwise use Client Data to:
- provide the Services;
- maintain and secure the Services;
- troubleshoot problems;
- prevent fraud, abuse, or unlawful use;
- provide support; and
- comply with applicable law.
Client represents that it has the rights and permissions necessary to provide Client Data to Prism.
7. Aggregated and De-Identified Information
Prism may generate aggregated, statistical, or de-identified information relating to use of the Services.
Prism may use such information to operate, analyze, improve, benchmark, and develop its products and business, provided that the information does not identify Client or an identifiable individual in violation of applicable law.
8. Third-Party Data and Services
Prism may incorporate, display, process, or rely upon information supplied by third parties, including demographic, geographic, property, market, mapping, financial, governmental, and commercial data providers.
Third-party information may contain errors, omissions, delays, approximations, or limitations.
Prism does not warrant that third-party data is complete, current, or error-free.
Certain integrations or third-party services may also be subject to separate terms imposed by the applicable provider.
9. Intellectual Property
Prism and its licensors retain all right, title, and interest in and to the Services and underlying technology, including:
- software;
- source code;
- interfaces;
- product architecture;
- analytical methodologies;
- scoring methodologies;
- algorithms;
- models;
- workflows;
- designs;
- documentation;
- trademarks;
- proprietary datasets;
- templates; and
- other Prism technology.
Except for the limited rights expressly granted in these Terms, no rights are transferred to Client.
10. Feedback
If you voluntarily provide ideas, suggestions, or feedback regarding the Services, Prism may use that feedback without restriction or compensation, provided that Prism does not thereby acquire ownership of your Client Data.
11. Confidentiality
Each party may receive non-public information from the other that reasonably should be understood to be confidential.
The receiving party will:
- use Confidential Information only in connection with the relationship contemplated by these Terms;
- protect it using reasonable safeguards; and
- disclose it only to personnel, contractors, professional advisors, and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that is lawfully public, independently developed, already known without confidentiality restrictions, or lawfully received from another source.
A party may disclose Confidential Information when required by law, subject to legally permitted notice to the other party.
12. Security
Prism will maintain reasonable administrative, technical, and organizational safeguards designed to protect information under Prism's control against unauthorized access, disclosure, alteration, or destruction.
No information system is completely secure, and Prism cannot guarantee absolute security.
Clients remain responsible for appropriate security practices relating to their own users, devices, credentials, networks, and exported data.
13. Fees and Payment
Paid Services are subject to the fees and payment terms identified in the applicable Subscription Documentation.
Unless otherwise stated:
- fees are stated in U.S. dollars;
- applicable taxes are additional;
- payment obligations are non-cancelable during the applicable committed subscription term; and
- fees already paid are non-refundable except where these Terms or applicable Subscription Documentation expressly provide otherwise.
Prism may suspend access for materially overdue amounts after reasonable notice.
14. Term and Termination
These Terms remain effective while you use the Services.
Subscriptions continue for the term stated in the applicable Subscription Documentation and may renew as specified there.
Either party may terminate an applicable agreement for material breach if the breach remains uncured after any applicable cure period.
Prism may suspend or terminate access where reasonably necessary to address:
- nonpayment;
- unlawful activity;
- security threats;
- unauthorized access;
- material misuse of the Services; or
- material violation of these Terms.
Upon termination, Client's right to use the applicable Services ends.
Treatment and availability of Client Data following termination will be governed by the applicable Subscription Documentation, Prism's then-current data-retention practices, and applicable law.
15. Beta and Preview Features
Prism may make beta, preview, experimental, evaluation, or early-access functionality available from time to time.
Such functionality may be incomplete, changed, suspended, or discontinued at any time.
Unless otherwise agreed in writing, beta or preview functionality is provided “AS IS” and without service-level commitments.
16. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, PRISM DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PRISM DOES NOT WARRANT THAT:
- THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
- ALL DATA WILL BE COMPLETE OR ACCURATE;
- ANY SCORE OR RECOMMENDATION WILL PREDICT AN ACTUAL BUSINESS OUTCOME; OR
- USE OF THE SERVICES WILL RESULT IN A SUCCESSFUL PROPERTY, LEASE, TRANSACTION, DEVELOPMENT, INVESTMENT, OR BUSINESS DECISION.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PRISM NOR ITS SUPPLIERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRISM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PRISM FOR THE APPLICABLE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability that cannot lawfully be limited.
18. Indemnification
Client will defend, indemnify, and hold harmless Prism and its officers, directors, employees, affiliates, and agents from third-party claims arising from:
- Client Data;
- Client's unlawful or unauthorized use of the Services;
- Client's violation of these Terms;
- Client's violation of another person's intellectual-property, privacy, or other rights; or
- Client's failure to obtain required rights or permissions for information supplied to Prism.
Prism will provide reasonable notice and cooperation in connection with covered claims.
19. Governing Law
These Terms will be governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Unless otherwise required by law or agreed in writing, disputes arising from these Terms or the Services will be brought in the state or federal courts having jurisdiction in Dallas County, Texas, and each party consents to that jurisdiction and venue.
20. Changes to These Terms
Prism may update these Terms from time to time.
If changes are material, Prism will provide reasonable notice through the Website, Services, email, or another appropriate method.
The revised Terms will state their effective date.
Continued use of the Services after the effective date of updated Terms constitutes acceptance to the extent permitted by law.
21. General
Neither party is the employee, partner, joint venturer, or agent of the other solely by reason of these Terms.
Client may not assign these Terms without Prism's consent, except as otherwise agreed in writing. Prism may assign these Terms in connection with a merger, reorganization, financing, sale of assets, corporate restructuring, or similar transaction.
If any provision is held unenforceable, the remaining provisions remain effective.
Failure to enforce a provision does not waive it.
These Terms, together with applicable Subscription Documentation and incorporated policies, constitute the agreement between the parties regarding the Services unless superseded by another written agreement.
22. Contact
Questions regarding these Terms may be directed to:
Prism Indices, Inc.Email: legal@prismcvi.comWebsite: www.prismcvi.com