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Prentis Field Diagnostic Platform Terms of Use

Introduction

Welcome to Prentis Technologies, Inc. These Terms of Use govern your access to and use of the Prentis Field Diagnostic Platform, whether accessed as an unregistered Guest, a Registered Free Subscriber, or an Employer-Sponsored Subscriber under an Enterprise Agreement. (Prentis's Pre-Hire Training Program is a separate product governed by separate terms.) The Services are offered only in the United States.

These Terms of Use, together with our App Privacy Policy ("Privacy Policy"), form a legally binding agreement (the "Agreement") between you and Prentis Technologies, Inc. ("Prentis," "Company," "we," "our," or "us"). If you do not agree to these Terms, do not access or use the Services.

Definitions

As used in these Terms of Use, the following capitalized terms have the meanings set forth below:

"Agreement" means these Terms of Use, the Privacy Policy, and any other terms, policies, or agreements incorporated herein by reference, which together constitute the entire agreement between you and the Company.

"AI Technologies" means artificial intelligence, machine learning, large language models, automated decision-making, computer vision, natural language processing, and related technologies used by Prentis in the delivery of the Services.

"Company," "Prentis," "We," "Our," "Us" means Prentis Technologies, Inc., a Delaware corporation with its principal place of business in Pittsburgh, Pennsylvania.

"Content" means all information, software, text, displays, images, video, audio, AI-generated output, diagnostic guidance, and other material available through or generated by the Services.

"User Content" means information or material that a user submits, captures, transmits, or otherwise makes available through the Services, including Field Diagnostic text and transcripts, images, video, audio inputs, equipment, job, location, and feedback information.

"Employer" means a company or legal entity that subscribes to or licenses the Prentis Field Diagnostic Platform for its workforce or owner pursuant to an Enterprise Agreement with Prentis.

"Job-Site Customer" means a person or entity that engages a user or the user's employer for service, including property owners, operators, tenants, and occupants.

"Enterprise Agreement" means a separate agreement between Prentis and an Employer governing employer-sponsored or commercial access to the Platform, as contemplated in Section 23.

"Indemnified Parties" means the Company and its successors, assigns, affiliates, agents, directors, officers, employees, and shareholders. "Prentis Parties" means the Indemnified Parties and each of Prentis's service providers, solely to the extent the provider performs services for Prentis in connection with the Services and the applicable claim arises from those services.

"Prentis Field Diagnostic Platform" (or the "Platform") means the AI-powered field diagnostic application operated by Prentis for HVAC technicians and apprentices, as described in Section 4.

"Privacy Policy" means the Prentis Field Diagnostic Platform Privacy Policy, which is incorporated into these Terms by reference.

"Services" means the Prentis Field Diagnostic Platform, the Prentis website, mobile applications, and related tools, features, and functionality.

"Subscriber" means an individual who creates a registered account for the Platform. "Guest" means an unregistered individual who accesses the Platform on a limited anonymous basis without creating an account. All Subscribers and Guests must accept these Terms and complete the Professional Attestation in Section 6 before accessing diagnostic features. Unless the context requires otherwise, references to "you," "user," or "Subscriber" in these Terms include both Subscribers and Guests.

1. Acceptance of Terms

A contract is formed when you affirmatively click or tap acceptance presented with a link to these Terms and the Privacy Policy. Every user, including every anonymous Guest and every Subscriber, must accept these Terms and complete the Professional Attestation in Section 6 in the app before using diagnostic features; the app does not allow skipping this step. By accepting or using the Services, you represent that you are at least 18 years old, have legal capacity, and satisfy Section 6.

2. Changes to Terms

Prentis may modify these Terms from time to time by posting the revised Terms through the Services with an updated effective date, and may require users (including existing Subscribers and Guests) to affirmatively accept the revised Terms in the app before continuing to access or use the Services. Where applicable law requires additional advance notice or consent for a material change, Prentis will provide such notice and obtain such consent as required by law.

3. Your Prentis Account

Where Prentis permits unregistered Guest access, a Guest may run a limited number of jobs anonymously after accepting these Terms and completing Section 6, after which account registration and contact information are required. When you create a Subscriber account, you must provide accurate registration information and protect your login credentials.

Your account is personal to you. You must not share your login credentials or allow any other person to access the Services through your account. Any credential sharing or unauthorized access is a material breach and grounds for immediate suspension or termination.

You may request account deletion at any time by contacting support@prentis.co (or through account settings where available). Upon termination, your access immediately ceases, and Prentis may retain, delete, or de-identify records in accordance with the Privacy Policy and Section 18.

4. Description of Services

The Prentis Field Diagnostic Platform is an AI-powered diagnostic copilot for HVAC technicians and apprentices during field service calls:

  1. Real-Time Conversational AI Diagnostic Assistance. The Platform provides AI-generated diagnostic guidance, troubleshooting recommendations, and technical information.

  2. Voice and Hands-Free Mode. The Platform supports voice interaction designed to capture the user's own spoken inputs during equipment diagnosis. Audio is processed transiently to produce a text transcript and is not stored by Prentis. See Section 11.5 for terms governing microphone paths, accidental capture of nearby speech, pause controls, and removal on notice.

  3. Visual Content Analysis. The Platform may capture and analyze photos, still images, video, and other visual content of equipment, wiring, gauges, and field conditions.

  4. Troubleshooting Workflows. The Platform provides step-by-step troubleshooting workflows and diagnostic sequences.

  5. Technical Reference Integration. The Platform references manufacturer documentation, specifications, fault codes, and industry standards.

  6. Third-Party Smart Glasses Integration. Compatible third-party smart glasses may be used with the Platform by eligible accounts under applicable subscription or enterprise terms. Prentis does not manufacture, sell, or warrant smart glasses; Prentis enables them through the app via Bluetooth. Prentis does not require anyone to use smart glasses. See Section 11 for Third-Party Device terms.

  7. Job Location. Users may provide foreground device location or job-site address information to support diagnostic context and job records. Prentis does not collect location in the background.

What the Platform Does Not Do. Users must understand the following material limitations:

5. Eligibility and User Types

5.1 Users (Subscribers and Guests). Every Subscriber and every Guest must accept these Terms and complete the Professional Attestation in Section 6 before accessing diagnostic features. A non-owner employee using an employer-sponsored account does not personally assume the employer's subscription payment obligations.

5.2 Employers. An Employer accesses commercial or employer-sponsored features under a separate Enterprise Agreement with Prentis.

6. Professional Attestation

Completion of the following Professional Attestation is a mandatory, legally binding condition of access for every Subscriber and Guest:

6.1 Required Attestations. You represent and warrant to Prentis continuously throughout your use of the Platform that:

  1. I am eighteen (18) years of age or older and have the legal capacity to enter into these Terms.

  2. I am a skilled trades professional or apprentice actively working in, or formally training for a career in, the HVAC trade.

  3. I hold all licenses, certifications, and permits required by applicable federal, state, and local law for the HVAC work I perform, OR I am working under the direct, continuous supervision of a licensed professional who holds all such required credentials.

  4. I understand that the Platform provides AI-generated informational guidance only and is not a substitute for my own professional judgment, training, applicable building/mechanical/electrical/fire codes, manufacturer manuals, or employer procedures, and I will exercise independent professional judgment before acting.

  5. I will not use the Platform in any situation where doing so would violate my employer's policies, applicable codes, laws, safety requirements, or manufacturer prohibitions.

  6. I will not use the Platform to perform or guide work that exceeds the scope of the licenses, certifications, or authorizations I (or my supervising licensed professional) hold, including EPA Section 608 certification requirements.

  7. I will not use the Platform in any emergency, including any active gas leak, fire, electrical hazard, or refrigerant release in an occupied space; in any such situation I will follow emergency procedures, evacuate or make the area safe, and contact emergency services.

6.2 Material Breach. Breach of any representation in this Section 6 is a material breach of these Terms, entitling Prentis to immediately suspend or terminate access without refund.

6.3 No Duty to Verify. Prentis has no duty to verify a user's age, licenses, certifications, supervision, or qualifications, and providing access to the Platform is not a verification or endorsement of any user's authority to perform work.

7. Your Use of the Services

7.1 License Grant. Subject to your strict compliance with these Terms of Use, Prentis grants you a limited, personal, non-exclusive, revocable, non-assignable, and non-transferable right and license to access and use the Services in accordance with your user type and these Terms. No other rights are granted. All rights not expressly granted herein are reserved by Prentis.

7.2 Use Restrictions. The license in Section 7.1 is expressly conditioned upon your compliance with the following restrictions. You must not, and must not permit any third party to:

  1. Copy, capture, scrape, or extract any Content from the Services other than through features expressly provided by Prentis.

  2. Employ scraping, crawling, or automated techniques to aggregate, repurpose, or train AI models on Content from the Services without Prentis's prior written consent.

  3. Alter or remove any trademark, copyright, or proprietary notice in the Services.

  4. Copy, modify, decompile, reverse engineer, or attempt to discover the source code or underlying components of the Services.

7.3 Enforcement. You agree to comply with the conditions and restrictions in this Section 7 and acknowledge that Prentis has the right, in its sole discretion, to terminate your account or take such other action as Prentis deems appropriate if you breach any of the foregoing conditions or any other provision of these Terms. Enforcement action may include court action and/or reporting offending users to the relevant authorities.

7.4 User Content. You retain ownership of your User Content. You grant Prentis and its service providers a nonexclusive, worldwide, royalty-free license during the applicable retention period to host, process, and use User Content to provide, secure, support, maintain, and improve the Services, and (subject to the Privacy Policy, applicable law, and any applicable Enterprise Agreement) to use User Content in identifiable, pseudonymous, de-identified, or aggregated form to develop, train, fine-tune, evaluate, test, and improve the Platform and related Prentis skilled-trades AI products based on the user's diagnostic inputs, interactions, and equipment context. De-identified data may be used indefinitely as permitted by the Privacy Policy. Prentis does not seek, need, or intend to use the speech of persons other than the user (which may be present in an unremoved transcript only incidentally because Prentis stores no audio and creates no voiceprints to automatically filter it out); when notified at support@prentis.co with information identifying a job and inadvertently captured nearby speech, Prentis will check the records, remove the identified speech from active records within thirty (30) days, and not use removed speech for model training. You represent that you have obtained all rights, notices, and consents required to submit and capture User Content. AI models, weights, and learnings developed before deletion or retention expiration need not be deleted or retrained unless required by law.

8. Artificial Intelligence Disclosure

8.1 Use of AI Technologies. Prentis uses AI Technologies throughout the Platform to generate diagnostic guidance, analyze equipment visuals, transcribe speech, and produce job summaries.

8.2 Limitations of AI. AI Technologies are probabilistic tools and are not infallible. Prentis does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated output.

8.3 Nature of Field Diagnostic AI Output. ALL AI-GENERATED OUTPUT FROM THE PLATFORM IS INFORMATIONAL ONLY and does not constitute:

8.4 No Substitute for Professional Judgment. The Platform does not replace your independent professional judgment, applicable building/mechanical/electrical/refrigerant/fire codes, manufacturer installation and service manuals, employer safety procedures, or required supervision. References to codes or manufacturer documentation may not reflect current editions, local amendments, or model-specific service bulletins, and must be independently verified.

8.5 Errors, Omissions, Input Dependency, and Ambient Speech Confusion. AI-generated output may contain errors, omissions, or inapplicable recommendations even when given accurate inputs, and depends heavily on user inputs. In addition, when voice features are enabled, the active microphone (the smart glasses microphone when smart glasses are connected, or the phone microphone when no smart glasses are connected) can pick up speech from other people near the user, which can appear in the transcript sent to the AI and confuse or degrade the AI's output. You must independently verify all guidance before acting.

8.5.1 No Sensor Data or Direct Measurement. The Platform has no sensors and is not a measuring or testing instrument; it only interprets user-provided inputs and images of gauges or displays. You must independently verify every measurement and physical condition with calibrated tools.

8.5.2 No Confidence Calibration; Generic Output. The Platform does not calibrate or indicate the reliability of its output, and may state incorrect or generic information with apparent certainty.

8.6 Not a Measure of the Professional Standard of Care. Platform output does not establish, define, or measure the professional standard of care applicable to any HVAC work.

9. Assumption of Risk

9.1 Inherent Risks of HVAC Field Work. HVAC service work involves severe inherent risks that exist independently of the Platform, including:

9.2 Express Assumption of Risk. BY USING THE PLATFORM IN A FIELD ENVIRONMENT, YOU EXPRESSLY ACKNOWLEDGE THESE INHERENT RISKS AND ASSUME FULL, COMPLETE, AND SOLE RESPONSIBILITY FOR YOUR OWN SAFETY AND THE SAFETY OF ALL OTHER PERSONS AT THE WORK SITE. YOU — NOT PRENTIS — ARE THE QUALIFIED PROFESSIONAL ON-SITE AND BEAR SOLE RESPONSIBILITY FOR EVERY ACTION TAKEN DURING A SERVICE CALL, REGARDLESS OF WHETHER THE PLATFORM'S GUIDANCE WAS CONSULTED OR RELIED UPON.

10. Access Tiers, Subscriptions, and Sunset of Free Access

10.1 Free and Guest Access; Right to Discontinue. Prentis may offer limited Guest access and Registered Free Subscriber access at no charge in its sole discretion, and reserves the right to modify or discontinue free or Guest access and move to a paid-only model at any time without liability.

10.2 Paid and Employer-Sponsored Access. Paid and employer-sponsored subscriptions are governed commercially by the applicable Enterprise Agreement or purchase terms presented at signup.

10.3 App Store Distribution. If you download the app through an app store, Prentis (not the app store) is responsible for the Services. The app-store provider has no warranty or support obligation except as mandatory law requires and is a third-party beneficiary of these Terms as required by platform rules.

10.4 Fair Use. Prentis may throttle, rate-limit, suspend, or terminate access that materially exceeds normal individual professional use or reflects automated or abusive activity.

11. Third-Party Hardware and Smart Glasses

11.1 Third-Party Hardware. The Platform may be used with compatible mobile devices and, for eligible accounts enabled under applicable subscription or enterprise terms, compatible third-party smart glasses ("Third-Party Devices"). Prentis does not manufacture, design, sell, or warrant any Third-Party Devices, and Prentis does not require anyone to use smart glasses.

11.2 User Responsibility for Lawful Recording and Use. You are solely and exclusively responsible for ensuring that your use of Third-Party Devices and voice or visual capture complies with:

11.3 Hardware Disclaimers. Subject to Section 16's Non-Excludable Liability carveout, Prentis disclaims all liability arising from your use of Third-Party Devices, including:

11.4 Situational Awareness and PPE. Smart glasses are not safety glasses or personal protective equipment (PPE). You must maintain full situational awareness and wear required PPE at all times.

11.5 Voice Capture, Product Purpose, Privacy Design, Per-Job Glasses Confirmation, and Removal on Notice. The Platform is designed to help a professional technician diagnose equipment. Voice features are designed to capture the user's own spoken inputs, and any other speech the microphone picks up is accidental, incidental, and unintended. Prentis does not seek, need, want, or intend to use the speech of people other than the user, because nearby speech confuses the AI. Voice features process audio transiently to produce transcripts and do not store audio. When compatible smart glasses are connected by Bluetooth, the app listens through the smart glasses microphone only; the phone microphone is used only when no smart glasses are connected. In either mode, the active microphone can pick up speech from other people near the user, which can appear in transcripts, write-ups, reports, and manager views and can confuse the AI. To respect privacy in the field, Prentis supports smart glasses that show a visible indicator light on the outside of the glasses when capture is active, and the app includes a pause control so a user can stop capture when walking through a customer's premises or standing close to other people who might be picked up by accident. Before a job that uses compatible smart glasses, the app prompts the user to confirm that the customer permits the glasses to be used; this confirmation records only the user's representation and does not itself obtain third-party consent. Phone-only jobs do not display a per-job confirmation screen. Regardless of whether you use smart glasses or a phone alone and whether a confirmation prompt is displayed, your duties under Section 11.2 apply in every mode: before activating or maintaining voice or visual capture, you must give all required notices and obtain all legally required consents from the Job-Site Customer and all persons within microphone or camera range, and you must use the pause control to stop capture whenever non-consenting persons are within range. Because Prentis creates no voiceprints, it cannot automatically distinguish third-party speech in transcripts; when notified at support@prentis.co with information identifying the job and what was said, Prentis will check the records, remove the inadvertently captured nearby conversation from active records within thirty (30) days, and not use removed speech for model training.

11.6 Employer-Sponsored Access. Under an employer-sponsored plan, designated employer administrators may access job records, transcripts, write-ups, reports, and job-site address information associated with their organization's accounts. Your employer is solely responsible for its workforce-monitoring, recording, and privacy notices and consents.

12. Cross-Product Data Isolation

The Prentis Field Diagnostic Platform and the Prentis Pre-Hire Training Program operate with separate data stores, and Prentis does not share personal data across products unless Prentis updates these Terms and the Privacy Policy and provides any notice and obtains any consent required by applicable law.

13. Intellectual Property Rights

The Services and their entire contents, features, diagnostic workflows, AI outputs, software, trademarks, logos, and Content created by Prentis are the exclusive intellectual property of Prentis or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual-property laws. No user may reproduce, distribute, modify, or commercially exploit them without Prentis's prior written consent. User Content is governed by Section 7.4.

IP Complaint Process. If you believe content in the Services infringes your intellectual-property rights, send Prentis a written notice at support@prentis.co identifying the work, the allegedly infringing material, your contact information, and a good-faith explanation of the claim. Prentis may review and respond as appropriate. This process does not limit any rights or remedies available under applicable law.

14. Third-Party Websites and Services

The Services may link to or integrate with third-party websites, documentation repositories, mapping services, payment processors, and hardware platforms ("External Services"). Prentis does not control or endorse External Services and is not responsible for their accuracy, availability, terms, or privacy practices.

You use all External Services (including manufacturer specifications, code references, and mapping outputs) at your own risk and must independently verify all material information.

15. Disclaimer of Warranties

THE SERVICES — INCLUDING THE WEBSITE, MOBILE APPLICATION, AI TECHNOLOGIES, THE PRENTIS FIELD DIAGNOSTIC PLATFORM, AI-GENERATED DIAGNOSTIC GUIDANCE, AND ALL CONTENT — ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE, AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE SERVICES, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE SERVICES IS MADE ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS, CODES, PROFESSIONAL STANDARDS, AND EMPLOYER REQUIREMENTS WHILE USING THE SERVICES. PRENTIS MAY, IN ITS DISCRETION AND SUBJECT TO APPLICABLE LAW, ADDRESS REPORTED ERRORS OR OMISSIONS; HOWEVER, THE COMPANY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SERVICES, OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICES OPERATE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, THE PRENTIS PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, OR PROFESSIONAL SUITABILITY OF ANY AI-GENERATED OUTPUT, DIAGNOSTIC GUIDANCE, TROUBLESHOOTING WORKFLOW, TECHNICAL REFERENCE, OR CODE CITATION, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WHERE APPLICABLE LAW PROHIBITS A DISCLAIMER OF A PARTICULAR WARRANTY, THAT DISCLAIMER APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Limitation of Liability

To the maximum extent permitted by law, the Prentis Parties exclude all liability for indirect, incidental, special, consequential, exemplary, or punitive damages, and for lost profits, revenue, business opportunities, data, or goodwill. "Non-Excludable Liability" means liability that applicable law does not permit to be excluded or limited. Proven direct damages remain subject to the Aggregate Liability Cap below except for Non-Excludable Liability.

SUBJECT TO THE NON-EXCLUDABLE LIABILITY CARVEOUT, THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OR THEORY OF LIABILITY, INCLUDING CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING CLAIMS BASED ON THE PRENTIS PARTIES' OWN NEGLIGENCE), STRICT LIABILITY, OR PRODUCT LIABILITY, AND REGARDLESS OF ANY ERROR OR BREAKDOWN IN THE FUNCTION OF THE SERVICES.

SUBJECT TO THE NON-EXCLUDABLE LIABILITY CARVEOUT, the Prentis Parties have no liability for the following categories of loss or harm:

  1. YOUR RELIANCE ON THE CONTENT OF THE SERVICES, INCLUDING THIRD-PARTY CONTENT, AI-GENERATED OUTPUTS, DIAGNOSTIC GUIDANCE, OR TROUBLESHOOTING RECOMMENDATIONS;

  2. YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR ANY DELETION, CORRUPTION, OR FAILURE TO STORE DATA;

  3. ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE SERVICES OR ANY FREE OR GUEST TIER;

  4. ANY THIRD-PARTY CLAIM OR LAW ENFORCEMENT INVESTIGATION RELATING TO YOUR USER CONTENT OR USE OF THE SERVICES;

  5. ANY ERRORS, OMISSIONS, OR INACCURACIES IN THE SERVICES OR IN AI-GENERATED OUTPUTS OR DIAGNOSTIC RECOMMENDATIONS;

  6. YOUR FAILURE TO PROVIDE ACCURATE INFORMATION OR KEEP YOUR CREDENTIALS SECURE;

  7. ANY LOSS OR DAMAGE TO HARDWARE, SOFTWARE, OR DATA, OR FROM ANY SECURITY INCIDENT;

  8. ANY LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR REVENUE;

  9. ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, OR ECONOMIC LOSS ARISING FROM OR RELATED TO AI-GENERATED GUIDANCE OR RELIANCE ON IT, EXCEPT TO THE EXTENT OF NON-EXCLUDABLE LIABILITY;

  10. ANY REGULATORY FINE, PENALTY, LICENSE SANCTION, OR CODE CITATION ARISING FROM WORK PERFORMED BY A USER;

  11. ANY CLAIM BROUGHT BY AN EMPLOYER, JOB-SITE CUSTOMER, SITE CONTROLLER, OCCUPANT, TENANT, VISITOR, BYSTANDER, INSURER, OR OTHER THIRD PARTY ARISING FROM WORK PERFORMED BY A USER OR FROM ANY AUDIO, VISUAL, OR DATA CAPTURE BY A USER;

  12. ANY FAILURE OF THE PLATFORM TO IDENTIFY A HAZARD, DEFECT, OR SAFETY RISK, OR ANY MISDIAGNOSIS OR OMISSION; OR

  13. ANY CLAIM ARISING FROM A USER'S FAILURE TO INDEPENDENTLY VERIFY PLATFORM OUTPUT AGAINST APPLICABLE CODES, MANUFACTURER MANUALS, AND PROFESSIONAL JUDGMENT.

TIME TO BRING CLAIMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED (TOLLED DURING THE 30-DAY INFORMAL RESOLUTION PERIOD IN SECTION 19). NEW JERSEY CONSUMERS: IF YOU RESIDE IN NEW JERSEY, NOTHING IN SECTIONS 15, 16, 17, 19, OR 20 WAIVES OR LIMITS ANY RIGHT, REMEDY, OR LIABILITY THAT CANNOT LAWFULLY BE WAIVED OR LIMITED UNDER NEW JERSEY LAW.

Severability of Liability Limitations. EACH LIMITATION AND EXCLUSION OF LIABILITY IN THIS SECTION 16 IS INDEPENDENT AND SEVERABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Aggregate Liability Cap. SUBJECT TO THE NON-EXCLUDABLE LIABILITY CARVEOUT, THE TOTAL AGGREGATE LIABILITY OF THE PRENTIS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO PRENTIS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00). The Prentis Parties other than Prentis are intended third-party beneficiaries of Sections 15 and 16.

17. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Prentis Parties from and against any and all third-party claims, demands, actions, liabilities, damages, losses, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services or any Third-Party Device; (b) any HVAC or field service work performed or omitted by you, including any claim for bodily injury, death, property damage, code violation, or environmental harm; (c) your User Content or your failure to provide required notices or obtain required recording or privacy consents from any person; (d) your breach of these Terms (including any representation in Section 6); or (e) your violation of applicable law or the rights of any third party. Prentis reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Prentis's defense of such claims. You may not settle any claim without Prentis's prior written consent. (A non-owner employee using an employer-sponsored account does not assume the Employer's separate enterprise payment obligations solely by accepting these Terms.)

18. Data Protection and Retention

18.1 Privacy Policy. Prentis collects, uses, retains, and discloses personal data as described in the Privacy Policy.

18.2 Retention and Removal of Nearby Speech. By default, Prentis retains Field Diagnostic Job Data for twelve (12) months (or as otherwise agreed in an Enterprise Agreement or required by law or legal hold) and then deletes or de-identifies it within a reasonable period. Audio is processed transiently and is not stored. When notified at support@prentis.co with information identifying the job and what was said, Prentis will check the records and remove inadvertently captured nearby conversation from active records within thirty (30) days.

18.3 Deletion Requests. You may request account or data deletion by contacting support@prentis.co, subject to applicable retention obligations, enterprise agreements, and legal holds. Deletion requests for records already shared with an Employer are subject to that Employer's retention policies.

19. Applicable Law and Arbitration

If a dispute arises, please first contact Prentis at support@prentis.co to attempt informal resolution.

Arbitration Opt-Out. You may opt out of this arbitration agreement within 30 days after first accepting it by emailing support@prentis.co with your name, account email or other account identifier, and a clear statement that you opt out. Opting out will not result in any account penalty.

Informal Dispute Resolution. Before arbitration, a party must provide the other written notice of the dispute and requested relief and allow 30 days for good-faith informal resolution.

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of Delaware, without reference to their rules regarding conflicts of law. The Company is incorporated in the State of Delaware with its principal place of business in Pittsburgh, Pennsylvania. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation, applicability, enforceability, and enforcement of the arbitration agreement in this Section; Delaware law governs the merits. Any claim that proceeds in court rather than in arbitration, other than an individual small-claims matter, including any proceeding to compel arbitration or to confirm, modify, or vacate an arbitration award, must be brought exclusively in the state courts located in Allegheny County, Pennsylvania, or, if federal subject-matter jurisdiction exists, the United States District Court for the Western District of Pennsylvania, and you and Prentis consent to personal jurisdiction and venue in those courts, except to the extent applicable law gives you a right to a different forum that cannot be waived.

To the extent the laws of your state or territory of residence provide consumer protections that may not be waived by contract, those protections continue to apply to you notwithstanding the choice of law stated in this Section, and nothing in these Terms waives any right or protection that cannot lawfully be waived.

Except for individual small-claims matters and claims for public injunctive relief that cannot lawfully be arbitrated, disputes between you and Prentis must be resolved by binding individual arbitration administered by JAMS. Individual consumer disputes will be administered under the JAMS Consumer Arbitration Rules and JAMS Consumer Minimum Standards then in effect. Consumer fee allocation required by those standards or applicable law controls. An individual consumer may elect telephone, video, written-submission, or an in-person hearing in the consumer's county of residence where the rules or law allow.

California and Public-Injunctive-Relief Savings. Nothing in these Terms requires arbitration of a claim for public injunctive relief that applicable law does not permit to be waived or arbitrated. That claim may proceed in a court of competent jurisdiction, while all other claims remain in individual arbitration to the extent lawful.

Delegation. Except that a court of competent jurisdiction, rather than the arbitrator, decides disputes about whether a contract was formed and the enforceability of the class, collective, representative, or public-injunction waivers, the arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement.

Mass Arbitration. If twenty-five (25) or more similar demands for arbitration are filed against the same party or related parties by individual claimants represented by the same law firm or by law firms acting in coordination, the parties expressly agree that the JAMS Mass Arbitration Procedures and Guidelines in effect when the first qualifying demand is filed shall apply to their administration. Any batching or sequencing does not prevent a demand from being filed, alter mandatory consumer fee allocation, or shorten an applicable limitations period.

Frivolous or Bad-Faith Claims. The arbitrator may award the prevailing party its reasonable attorneys' fees and costs in connection with any claim or defense that the arbitrator determines was frivolous or was brought or maintained in bad faith or for an improper purpose, to the extent permitted by the applicable arbitration rules and applicable law.

Small Claims Exception. Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a court that adjudicates small claims, so long as the claim qualifies for and remains in small claims court and proceeds only on an individual basis.

20. Class Action and Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PRENTIS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OF ANY KIND. ALL DISPUTES MUST BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

If a class, collective, representative, or public-injunction waiver is unenforceable as to a particular nonarbitrable or public-injunction claim, only that claim may proceed in court. All other claims remain subject to individual arbitration to the extent lawful.

21. Changes to the Services

Subject to Section 16's Non-Excludable Liability carveout, Prentis reserves the right at any time to modify, suspend, or discontinue the Services (including any Guest or free tier) temporarily or permanently without liability to you.

22. Availability of Services and Force Majeure

Subject to Section 16's Non-Excludable Liability carveout, Prentis makes no guarantee that the Services will be available at all times, without interruption, or without error.

22.1 Real-Time Field Availability. Prentis does not guarantee Platform uptime or responsiveness during active field service calls. You must maintain the independent ability to perform your work safely without Platform assistance at all times, and Prentis has no liability for any outage, delay, or technical failure during a service call.

22.2 Force Majeure. Prentis is not liable for any delay, interruption, or failure caused by events beyond its reasonable control, including natural disasters, government actions, labor disputes, third-party AI/cloud/network/hardware failures, power outages, or cyberattacks.

23. Enterprise Agreements

Employers may subscribe to or license employer-sponsored access under a separate signed Enterprise Agreement. That Enterprise Agreement controls commercial, indemnity, and dispute-resolution terms between Prentis and the Employer (including its owners and principals) as it expressly provides, while individual users remain subject to these Terms (including the individual arbitration and class-action waiver provisions in Sections 19 and 20) for personal use, safety obligations, and individual claims.

24. Complete Agreement, Severability, and Assignment

These Terms and the Privacy Policy constitute the complete agreement for an individual's use of the Services, except where a separate signed Enterprise Agreement expressly governs. If any provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in full force. Provisions that by their nature should survive termination (including Sections 6, 7.4, 8, 9, 10.3, 11, 13 through 20, 23, and 24) survive termination. Prentis's failure or delay in enforcing any provision is not a waiver.

Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without Prentis's prior written consent, and any attempted assignment in violation of this provision is void. Prentis may assign or transfer these Terms, in whole or in part, without your consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, financing, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

25. Contact Us

For questions about these Terms, account deletion requests, or requests to remove inadvertently captured nearby conversation, contact:

Prentis Technologies, Inc.
313 38th Street
Pittsburgh, PA 15201
support@prentis.co

Publication and Transition. These Terms supersede the prior combined Terms of Use effective October 22, 2026 as to the Prentis Field Diagnostic Platform. Every user required to accept these Terms in the app before using diagnostic features is bound upon that acceptance; to the extent any change in these Terms would require notice or consent under the prior version or applicable law as to an existing registered user who has not yet accepted in the app, it applies to that user upon such notice or acceptance and does not apply retroactively.

Effective Date: October 29, 2026 | Last Updated: October 29, 2026