Legal & Privacy

These Terms of Service ("Terms") are a legally binding agreement between you and Prophet Scheduling LLC, a California limited liability company ("Prophet," "we," "us," or "our"), governing access to and use of the Prophet scheduling and field-service platform, including related web, mobile, administrative, support, and integration features (collectively, the "Services"). By creating an account, joining a team, purchasing a subscription, or using the Services, you agree to these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization, and "Customer" means that organization.

1. Eligibility, Authority, and Accounts

The Services are intended for business use. You must be legally capable of entering into a binding agreement and, if acting for a business, must have authority to do so. Customer is responsible for all users it authorizes, for maintaining accurate account information, and for safeguarding credentials, team codes, administrative privileges, and connected-service access. Customer must promptly notify Prophet through the support or contact method published with the Services if it suspects unauthorized access.

Administrators may be able to add or remove users, assign roles, change team settings, and access organization-level information. Customer is responsible for designating appropriate administrators and managing permissions.

2. Access Rights and Permitted Use

Subject to these Terms and payment of applicable fees, Prophet grants Customer a limited, non-exclusive, non-transferable, revocable right during the subscription term to access and use the Services for Customer's internal business operations. No ownership rights in the Services are transferred.

• Customer may use the Services to manage appointments, customers, employees or contractors, scheduling, estimates, invoices, service plans, communications, reporting, and other enabled business workflows.
• Customer may connect supported third-party services only for accounts and data Customer is authorized to access.
• Customer may permit its employees, contractors, and authorized representatives to use the Services under Customer's account, subject to these Terms.

3. Scheduling, Routing, and Automated Outputs

Prophet may use mathematical optimization, rules, automation, and other software techniques to generate or recommend schedules, technician assignments, appointment times, routes, priorities, workload allocations, and related operational outputs. These outputs depend on the information supplied by Customer and third-party services and may be affected by incomplete, inaccurate, delayed, or changing information.

Automated outputs are operational decision-support tools and are not guarantees. Customer remains responsible for reviewing and approving schedules and for compliance with applicable wage-and-hour, break, overtime, licensing, certification, labor, employment, safety, accessibility, discrimination, privacy, and other laws. Customer is also responsible for providing any legally required notice, explanation, human review, appeal, or choice concerning Customer's use of automated scheduling or work-allocation features.

4. Job Status and No GPS Tracking

Prophet does not use GPS or continuous device-location tracking to determine job status. Status information is created from actions taken by authorized users, such as a technician selecting "On Way," "Finish Job," or another available status control. Prophet does not independently verify a technician's physical location, arrival, departure, or completion of work. Customer is responsible for training users to record statuses accurately and for deciding how status information is used in its operations.

5. Customer Data and Customer Responsibilities

"Customer Data" means information, content, records, files, messages, client information, workforce information, business information, and other data submitted to, stored in, transmitted through, or connected to the Services by or for Customer. As between the parties, Customer retains its rights in Customer Data. Customer grants Prophet a non-exclusive right to host, copy, process, transmit, display, back up, and otherwise use Customer Data as reasonably necessary to provide, secure, support, maintain, and improve the Services; perform Customer's instructions; prevent fraud or abuse; and comply with law.

Customer represents and warrants that it has all rights, permissions, notices, and consents necessary to provide Customer Data to Prophet and to instruct Prophet to process it. Customer is responsible for the accuracy, legality, quality, and content of Customer Data and for determining whether the Services are appropriate for Customer's legal and regulatory requirements.

6. Client and Workforce Privacy; Employment Use

Customer may process information about clients, employees, applicants, contractors, or other individuals through the Services. Customer is responsible for its own privacy notices, policies, consents, workplace notices, employee communications, and legal basis for collecting and using that information. Where Prophet acts as Customer's service provider or processor, the Prophet Data Processing Addendum applies.

Customer must not use the Services to unlawfully discriminate, retaliate, surveil, harass, or make prohibited employment decisions. Prophet does not provide legal, human-resources, payroll, tax, licensing, or employment-law advice.

7. SMS, Email, Calls, and Automated Communications

Where communications features are enabled, Customer may send or receive SMS messages, emails, calls, reminders, follow-ups, estimates, invoices, or other communications through the Services. Customer is the sender or initiator of communications it configures or directs and is responsible for the content, recipients, timing, and legal basis for those communications.

Customer represents and warrants that it will obtain and maintain any consent required by applicable law, provide required disclosures, maintain appropriate consent records, honor revocations and opt-outs, and avoid contacting persons who may not lawfully be contacted. Customer must not use the Services for unlawful spam, deceptive communications, harassment, or prohibited telemarketing. Prophet may implement technical controls intended to support compliance, but those controls do not shift Customer's legal responsibility.

8. Third-Party Services and Integrations

The Services may interoperate with third-party products or services, including, where enabled, Intuit QuickBooks, communications providers such as Twilio, payment processors such as Stripe, mapping or routing providers, email providers, cloud-hosting providers, and other integrations. Third-party services are governed by their own terms and privacy practices. Customer authorizes Prophet to exchange Customer Data with a connected service as necessary to perform Customer's instructions.

Prophet is not responsible for a third party's service, availability, security, pricing, data accuracy, or changes to its APIs or policies. Prophet may modify, suspend, or discontinue an integration when reasonably necessary because of a third-party change, legal requirement, security concern, or technical limitation.

9. QuickBooks Integration

If Customer connects Intuit QuickBooks, Customer authorizes Prophet to access, receive, use, and transmit information made available through the permissions Customer approves. Prophet will not ask Customer to provide its QuickBooks password. Intuit is not a party to these Terms and does not sponsor or endorse Prophet merely because an integration is available.

10. Payments, Subscriptions, and Taxes

Paid use of the Services is subject to the Prophet Subscription, Billing, and Cancellation Terms and any order form, checkout page, invoice, or plan terms presented at purchase. Customer authorizes applicable charges as described there. Customer is responsible for applicable taxes, excluding taxes based on Prophet's net income. If payment is overdue, Prophet may suspend paid functionality or access after reasonable notice when practicable.

11. Acceptable Use

Customer and its users must not:

• use the Services unlawfully, fraudulently, abusively, deceptively, or in a manner that infringes another person's rights;
• upload malware, attempt unauthorized access, probe or circumvent security, disrupt service, or interfere with other users;
• reverse engineer, decompile, disassemble, scrape, copy, or attempt to derive source code or non-public technology except to the limited extent applicable law expressly prohibits this restriction;
• resell, sublicense, rent, time-share, or provide the Services as a standalone service bureau without Prophet's written permission;
• use the Services or non-public outputs to build or train a competing product in a manner that misappropriates Prophet's confidential information or intellectual property; or
• store or transmit data that Customer is not authorized to process through the Services.

12. Intellectual Property

Prophet and its licensors own the Services and all associated software, algorithms, models, interfaces, designs, documentation, trademarks, trade secrets, and other intellectual property, excluding Customer Data. Except for the limited access rights expressly granted in these Terms, no license or right is granted by implication, estoppel, or otherwise.

13. Feedback

If Customer or a user provides suggestions, ideas, enhancement requests, or other feedback, Prophet may use that feedback without restriction or compensation, provided Prophet does not publicly identify the individual source without permission.

14. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information, and non-public information about Prophet's software, algorithms, architecture, pricing, security, and product plans is Prophet's Confidential Information. The receiving party will use Confidential Information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel, contractors, professional advisers, or service providers who need it and are subject to appropriate confidentiality obligations. These restrictions do not apply to information that is public through no breach, already lawfully known without restriction, independently developed without use of the other party's Confidential Information, or lawfully received from a third party. A party may disclose information when legally required after providing notice where lawful and reasonably practicable.

15. Security

Prophet will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure. No internet-based service can guarantee absolute security. Customer is responsible for its devices, networks, user permissions, credentials, endpoint security, exports, and copies of data outside the Services.

16. Availability, Support, Changes, and Beta Features

Prophet aims to provide reliable Services but does not guarantee uninterrupted, error-free, or always-available operation. Maintenance, outages, security events, network failures, third-party changes, force majeure events, or technical problems may affect availability. Prophet may modify the Services from time to time. Features labeled beta, preview, pilot, early access, or similar may be incomplete, may change without notice, and may be discontinued.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROPHET DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROPHET DOES NOT WARRANT THAT THE SERVICES, SCHEDULES, ROUTES, ASSIGNMENTS, ESTIMATES, REPORTS, INTEGRATIONS, COMMUNICATIONS, OR OTHER OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY BUSINESS REQUIREMENT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPHET AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PROPHET AND THE OTHER PROTECTED PARTIES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROPHET FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $100 IF CUSTOMER PAID NOTHING. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND TO THE FULLEST EXTENT PERMITTED BY LAW.

The limitations in this section do not exclude liability that cannot lawfully be excluded or limited.

19. Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Prophet and its members, managers, employees, contractors, and affiliates from third-party claims, damages, penalties, judgments, settlements, costs, and reasonable attorneys' fees arising from or relating to: (a) Customer Data or Customer's instructions; (b) Customer's or its users' unlawful or unauthorized use of the Services; (c) Customer's communications, marketing, telemarketing, SMS, email, or calling practices; (d) Customer's employment, labor, wage-and-hour, licensing, safety, or workplace practices; (e) Customer's violation of these Terms or applicable law; or (f) Customer's infringement or misuse of another person's rights. Prophet will provide reasonable notice of a covered claim and reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by Prophet or imposes non-monetary obligations on Prophet without Prophet's consent.

20. Suspension and Termination

Customer may stop using the Services at any time and may cancel paid Services in accordance with the Subscription, Billing, and Cancellation Terms. Prophet may suspend or terminate access if Customer materially breaches these Terms, fails to pay amounts due, creates a material security or legal risk, uses the Services unlawfully, or if continued operation is no longer reasonably feasible. When practicable, Prophet will provide notice and a reasonable opportunity to cure a curable breach.

After termination, Customer's right to use the Services ends. Prophet may retain or delete information in accordance with the Privacy Policy, Data Processing Addendum, applicable law, and any applicable order terms. Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute provisions.

21. Export Controls and Legal Compliance

Customer must comply with applicable export controls, sanctions, anti-bribery laws, privacy laws, anti-spam and telecommunications laws, and other laws applicable to its use of the Services. Customer may not use the Services where doing so would cause Prophet to violate applicable law.

22. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Before filing a lawsuit, each party agrees to provide written notice of the dispute and make a good-faith effort for at least thirty (30) days to resolve it informally, unless immediate injunctive or equitable relief is reasonably necessary. Any court action arising out of or relating to these Terms or the Services must be brought in the state or federal courts located in the California county where Prophet maintains its principal executive office when the action is filed, and each party consents to personal jurisdiction and venue there, except to the extent applicable law requires otherwise.

23. Changes to These Terms

Prophet may update these Terms to reflect changes in the Services, law, security practices, or business operations. The current version will be published with an updated effective date. If a change materially reduces Customer's rights or materially increases Customer's obligations, Prophet will provide additional notice when reasonably required by law or through the Services. Continued use after updated Terms become effective constitutes acceptance to the extent permitted by law.

24. General

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. A waiver must be in writing and is not a continuing waiver. Customer may not assign these Terms without Prophet's written consent, except in connection with a merger or sale of substantially all of Customer's assets where the assignee assumes these Terms and is not a direct competitor of Prophet. Prophet may assign these Terms in connection with a merger, financing, reorganization, change of control, or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. These Terms, the Privacy Policy, the Data Processing Addendum where applicable, the Subscription, Billing, and Cancellation Terms, and any order terms constitute the complete agreement concerning the Services and supersede prior agreements on the same subject to the extent of conflict. If an order form expressly conflicts with these Terms, the order form controls only for that conflict.

25. Contact

Questions about these Terms may be submitted to Prophet Scheduling LLC through the support or contact method published in the Prophet App or on Prophet's website, or by emailing jayden@prophetscheduling.com.

This Data Processing Addendum ("DPA") forms part of the agreement between Prophet Scheduling LLC ("Prophet") and the business customer that uses the Prophet Services ("Customer") when Prophet processes Personal Data on Customer's behalf. This DPA supplements the Prophet Terms of Service, an order form, or another written agreement governing the Services (the "Agreement"). If there is a conflict concerning the processing of Personal Data, this DPA controls to the extent of that conflict.

1. Definitions

"Applicable Data Protection Law" means privacy, data-protection, and security laws that apply to the processing of Personal Data under the Agreement, including the California Consumer Privacy Act, as amended, where applicable.

"Customer Personal Data" means Personal Data contained in Customer Data that Prophet processes on behalf of Customer in providing the Services.

"Personal Data" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with an identified or identifiable individual or household, or any substantially similar concept under Applicable Data Protection Law.

"Process," "Processor," "Controller," "Business," "Service Provider," "Contractor," "Sell," and "Share" have the meanings assigned by Applicable Data Protection Law when those terms apply.

"Security Incident" means unauthorized access to, acquisition of, or disclosure of Customer Personal Data in Prophet's possession or control that triggers a legal notification obligation, excluding unsuccessful attempts that do not compromise Customer Personal Data.

"Subprocessor" means a third party engaged by Prophet to process Customer Personal Data on Prophet's behalf in connection with the Services.

2. Roles and Customer Instructions

As between the parties, Customer determines the purposes and means of processing Customer Personal Data and acts as the Controller or Business, and Prophet acts as the Processor, Service Provider, or Contractor, to the extent those roles apply. Customer instructs Prophet to process Customer Personal Data only as necessary to provide, secure, support, maintain, and improve the Services for Customer; perform Customer's documented instructions; prevent fraud or abuse; comply with law; and as otherwise permitted by the Agreement and Applicable Data Protection Law.

Customer is responsible for the lawfulness of its instructions, for providing required notices, and for obtaining any rights or consents necessary for Prophet to process Customer Personal Data. Customer will not instruct Prophet to process Customer Personal Data in violation of law.

3. CCPA Service Provider / Contractor Restrictions

To the extent the CCPA applies to Customer Personal Data disclosed to Prophet under the Agreement, Prophet agrees that it will:

• process Customer Personal Data only for the limited and specified business purposes described in the Agreement, this DPA, and Customer's documented instructions, or as otherwise permitted by the CCPA;
• not sell or share Customer Personal Data received from or on behalf of Customer;
• not retain, use, or disclose Customer Personal Data for any purpose other than the business purposes specified in the Agreement or as otherwise permitted by the CCPA;
• not retain, use, or disclose Customer Personal Data outside the direct business relationship between Prophet and Customer except as permitted by the CCPA;
• not combine Customer Personal Data with personal information received from another person or collected from Prophet's own interaction with an individual except where the CCPA expressly permits that combination;
• provide the same level of privacy protection for Customer Personal Data required of service providers or contractors under the CCPA;
• notify Customer if Prophet determines it can no longer meet its applicable obligations under the CCPA; and
• permit Customer, upon reasonable notice, to take reasonable and appropriate steps to help ensure Prophet uses Customer Personal Data consistently with Customer's CCPA obligations and to stop and remediate unauthorized use.

4. Confidentiality

Prophet will ensure that personnel authorized to process Customer Personal Data are subject to confidentiality obligations or an appropriate statutory duty of confidentiality and receive access only as reasonably necessary for their responsibilities.

5. Security Measures

Prophet will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Personal Data and the risks of the processing. Depending on the Services and risk, these measures may include:

• controls designed to limit access to authorized personnel based on operational need;
• authentication and credential-management safeguards;
• encryption of data in transit using generally accepted protocols where technically appropriate;
• logging, monitoring, diagnostic, and security-event practices appropriate to the service;
• backup and recovery measures appropriate to service continuity and data integrity;
• reasonable processes for managing vulnerabilities, updates, and security incidents; and
• reasonable diligence and contractual safeguards for service providers that process Customer Personal Data.

Customer remains responsible for its account configuration, user access, endpoint security, exports, credentials, and systems outside Prophet's control.

6. Security Incidents

Prophet will notify Customer without undue delay after confirming a Security Incident involving Customer Personal Data when notification is required by Applicable Data Protection Law or the Agreement. Notification will include information reasonably available to Prophet concerning the nature of the incident, affected data, known or likely consequences, and remediation steps, to the extent appropriate and legally permitted. Prophet's notice does not constitute an admission of fault or liability. Customer is responsible for determining whether it must notify individuals, regulators, or other parties, except where law assigns that obligation directly to Prophet.

7. Subprocessors

Customer authorizes Prophet to use Subprocessors to provide the Services. Prophet will require Subprocessors that process Customer Personal Data to be bound by data-protection obligations appropriate to the processing and materially protective of Customer Personal Data. Prophet remains responsible for its obligations under this DPA to the extent required by applicable law and contract. Prophet may add or replace Subprocessors as its Services evolve.

8. Assistance with Individual Rights Requests

Taking into account the nature of the processing, Prophet will provide reasonable assistance to Customer, through functionality in the Services or other reasonable means, so Customer can respond to verified requests to access, know, correct, delete, or obtain Customer Personal Data, or to address other rights that apply to Customer's processing. If Prophet receives a request directly from an individual concerning Customer Personal Data, Prophet may direct the individual to Customer unless Customer has instructed Prophet to respond on Customer's behalf or law requires otherwise.

9. Automated Scheduling and Work Allocation Assistance

The Services may generate or recommend schedules, assignments, routes, priorities, or workload allocations using information supplied by Customer. Customer determines whether and how those outputs are used. If Applicable Data Protection Law requires Customer to provide access to information about covered automated processing, conduct a legally required assessment, or provide another legally required safeguard, Prophet will provide reasonable information or assistance within Prophet's control that is necessary for Customer to comply, subject to protection of Prophet's trade secrets, security, and other customers' information.

10. Deletion and Return

During the term, Customer may use available functionality to access, export, correct, or delete Customer Personal Data where supported. Following termination or a valid Customer instruction, Prophet will delete or return Customer Personal Data as required by the Agreement and Applicable Data Protection Law, except to the extent retention is required or permitted for security, fraud prevention, billing, backup integrity, legal obligations, dispute resolution, or other lawful purposes. Data in backups may remain until ordinary backup cycles expire and will be protected from ordinary use during that period.

11. Compliance Information and Audits

Upon reasonable written request, Prophet will make available information reasonably necessary to demonstrate compliance with this DPA. Where Applicable Data Protection Law grants Customer a right to audit, the parties will first use available security documentation, questionnaires, certifications, or summaries where sufficient. Any additional audit must be reasonable in scope and frequency, conducted during normal business hours, avoid disruption, protect confidentiality and security, and be at Customer's expense unless applicable law requires otherwise. Prophet is not required to disclose another customer's information, privileged material, or information that would create a material security risk.

12. International Transfers

Customer authorizes Customer Personal Data to be processed in the locations where Prophet and its Subprocessors operate, subject to Applicable Data Protection Law. If a legally required cross-border transfer mechanism becomes necessary for Customer's use of the Services, the parties will cooperate in good faith to implement an appropriate mechanism.

13. Liability

The liability limitations and exclusions in the Agreement apply to this DPA to the maximum extent permitted by law. Nothing in this DPA expands either party's liability beyond the liability assumed under the Agreement unless Applicable Data Protection Law requires otherwise.

14. Term and Order of Precedence

This DPA begins when Prophet first processes Customer Personal Data on Customer's behalf and remains in effect for as long as Prophet processes Customer Personal Data subject to the Agreement. If there is a conflict between this DPA and the Agreement concerning the processing of Customer Personal Data, this DPA controls. Otherwise, the Agreement remains unchanged.

15. Details of Processing

Subject matter and duration

Processing of Customer Personal Data to provide the Prophet scheduling and field-service Services for the term of the Agreement and any lawful retention period.

Nature and purpose

Hosting, organizing, transmitting, synchronizing, securing, supporting, and otherwise processing data for scheduling, routing, CRM, client management, workforce management, estimates, invoices, service plans, communications, reporting, integrations, billing, and related customer-configured workflows.

Categories of individuals

• Customer users and administrators; employees and contractors; clients and prospective clients; leads; service-plan subscribers; vendors or business contacts; and other individuals whose information Customer chooses to process through the Services.

Categories of Customer Personal Data

• Identifiers and contact information, such as names, email addresses, phone numbers, account IDs, and service or mailing addresses;
• Professional and workforce information, such as roles, shifts, availability, assignments, status selections, and performance information;
• Commercial and service information, such as appointments, service history, estimates, invoices, price-book selections, payments, service plans, and leads;
• Communications and content, such as messages, notes, attachments, images, and PDFs;
• Technical and account-security information associated with use of the Services;
• Connected-service data authorized by Customer; and
• Other information Customer submits or directs Prophet to process through configured features.

No GPS job-status data: Prophet does not use GPS or continuous device-location tracking to determine job status. Customer Personal Data may include manually selected status events such as "On Way" or "Finish Job."

16. Contact

Data-protection questions concerning this DPA may be submitted to Prophet Scheduling LLC through the support or privacy contact method published in the Prophet App or on Prophet's website, or by emailing jayden@prophetscheduling.com.

These Subscription, Billing, and Cancellation Terms ("Billing Terms") govern paid subscriptions to the Prophet Services provided by Prophet Scheduling LLC ("Prophet"). They supplement the Prophet Terms of Service. By purchasing, activating, renewing, or continuing a paid subscription, Customer agrees to these Billing Terms and the pricing, plan, billing interval, user or team limits, and other purchase details shown at checkout, on an order form, or in an invoice (collectively, the "Order").

1. Business Subscriptions

Prophet subscriptions are offered for business use. The person purchasing a subscription represents that they are authorized to purchase for the business identified in the account or Order. Plan features, limits, included users or team size, and available integrations may vary by plan and may be described in the Order or current plan materials.

2. Fees and Authorization to Charge

Customer agrees to pay the fees shown in the Order. Customer authorizes Prophet and its payment processor to charge the payment method provided for initial fees, recurring subscription fees, approved upgrades, applicable taxes, and other amounts expressly authorized under the Order or these Billing Terms. Customer must keep billing information and payment methods current.

Payment credentials may be collected and processed by a third-party payment processor. Prophet may receive limited billing and transaction information needed to administer the subscription, such as billing contact details, payment status, transaction identifiers, and limited payment-method descriptors.

3. Billing Cycle

Subscriptions are billed on the interval stated in the Order, such as monthly or annually. The subscription term begins on the purchase or activation date unless the Order states otherwise. Charges may occur on or near the corresponding renewal date. If a calendar date does not exist in a renewal month, billing may occur on the nearest practicable date.

4. Automatic Renewal

If the Order states that the subscription automatically renews, the subscription will renew for successive periods of the same length, or the renewal period stated in the Order, unless Customer cancels before the renewal takes effect. By completing a purchase that clearly states automatic renewal, Customer authorizes recurring charges at the then-applicable price, subject to any required notice of price changes and Customer's right to cancel. If automatic renewal is not stated in the Order, no automatic renewal is created by this section alone.

5. Trials and Promotional Periods

If Prophet offers a free or discounted trial, the applicable duration, limitations, and conversion terms will be presented when the trial begins. If the trial is stated to convert automatically to a paid subscription, Customer must cancel before the conversion date to avoid the first paid charge. Prophet may limit eligibility for trials or promotions to prevent abuse.

6. Upgrades, Downgrades, and Team-Size Changes

If Customer upgrades a plan, adds paid capacity, or increases a team or user tier, Prophet may charge the additional amount immediately or on a prorated basis for the remainder of the current billing period, as shown at the time of the change. A downgrade or reduction ordinarily takes effect at the next renewal unless Prophet states otherwise. Downgrading may reduce available features, storage, limits, integrations, or access to functionality. Customer is responsible for exporting or adjusting data before a downgrade if necessary.

7. Taxes

Fees do not include taxes unless the Order states otherwise. Customer is responsible for sales, use, excise, value-added, or similar taxes imposed on Customer's purchase, excluding taxes based on Prophet's net income. Prophet may collect taxes where required by law.

8. Price Changes

Prophet may change subscription pricing or plan structure for future billing periods. For an existing automatically renewing subscription, Prophet will provide notice of a material price increase before the increase takes effect when reasonably required by law or contract. If Customer does not agree to the new price, Customer may cancel before the applicable renewal.

9. Cancellation

Customer may cancel a subscription using any cancellation method made available in the account, through the purchase channel, or through Prophet's published support/contact method. Unless the Order or applicable law states otherwise, cancellation stops future renewals and becomes effective at the end of the then-current paid billing period. Customer will continue to have access to paid features through that period unless the account is separately suspended or terminated for cause.

Deleting an app, removing a user, disconnecting an integration, or ceasing to use the Services does not by itself cancel a paid subscription. Customer must use an available cancellation method or receive confirmation from Prophet that the subscription has been canceled.

10. Refunds and Credits

Except as required by law, expressly stated in the Order, or expressly approved by Prophet in writing, fees are non-refundable and Prophet does not provide prorated refunds or credits for unused portions of a billing period, canceled accounts, unused users, or unused features. This does not limit any non-waivable right Customer may have under applicable law.

11. Failed Payments and Past-Due Accounts

If a charge fails or an amount becomes past due, Prophet may retry the payment method, request an updated payment method, restrict paid features, suspend access, or terminate the subscription after reasonable notice when practicable. Customer remains responsible for amounts accrued before suspension or termination. Prophet may recover reasonable collection costs to the extent permitted by law.

12. Chargebacks and Billing Disputes

Customer should contact Prophet promptly through the published support/contact method regarding a suspected billing error. Initiating an improper or fraudulent chargeback may result in suspension while the matter is investigated. Nothing in this section limits lawful rights to dispute an unauthorized or incorrect charge through a payment provider.

13. Termination of the Services

If Prophet permanently discontinues a paid Service and does not provide a reasonably comparable replacement, Prophet may provide a prorated refund or credit for prepaid fees covering the unused period, unless discontinuation results from Customer's breach, a legal requirement, a security risk, or circumstances for which a refund is not required by law. Prophet may also terminate or suspend in accordance with the Terms of Service.

14. Data After Cancellation

Cancellation of a paid subscription does not necessarily cause immediate deletion of Customer Data. Access, export, retention, and deletion are governed by the Terms of Service, Privacy Policy, Data Processing Addendum where applicable, product functionality, and applicable law. Customer should export information it needs before access ends.

15. Order of Precedence

If an Order expressly conflicts with these Billing Terms concerning price, billing interval, renewal, included capacity, or a negotiated commercial term, the Order controls for that conflict. The Terms of Service control other issues unless a signed written agreement expressly states otherwise.

16. Changes to These Billing Terms

Prophet may update these Billing Terms for future purchases or renewals. The current version will be published with an updated effective date. Changes will not retroactively alter fees already paid or obligations already accrued. If a change materially affects an automatically renewing subscription, Prophet will provide notice when reasonably required by law or contract.

17. Contact

Billing, cancellation, and subscription questions may be submitted to Prophet Scheduling LLC through the support or contact method published in the Prophet App or on Prophet's website, or by emailing jayden@prophetscheduling.com.