Terms of Service

Effective Date: March 10, 2026

These Terms of Service ("Terms") govern your access to and use of Priori Labs (the "Service"), operated by Sean Smith ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

We may offer the Service through websites, mobile applications, and other platforms. These Terms apply regardless of how you access the Service.

Eligibility

You must be at least 13 years old (or 16 in certain jurisdictions) to use the Service. If you are under 18 (or the age of majority in your jurisdiction), you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

By using the Service, you represent and warrant that you meet these eligibility requirements.

Account Registration and Security

To access certain features of the Service, you must create an account. When you do so:

• You agree to provide accurate, current, and complete information during registration.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You agree to notify us immediately at support@priori-labs.com if you suspect any unauthorized access to or use of your account.
• You may not share your account credentials with others, create multiple accounts, or transfer your account to another person without our consent.

We reserve the right to suspend or disable accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

Use of the Service

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates applicable federal, state, local, or international laws or regulations
• Attempt to gain unauthorized access to any part of the Service, other users' accounts, or any systems or networks connected to the Service
• Interfere with, disrupt, or place an unreasonable burden on the Service or its infrastructure
• Use the Service to transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Use the Service to transmit unsolicited advertising, spam, or promotional materials
• Use any automated means (including bots, scrapers, or crawlers) to access the Service or collect data from the Service without our prior written consent
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices in the Service
• Use the Service in any manner that could damage, disable, overburden, or impair the Service
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use the Service to develop a competing product or service

We reserve the right to determine, in our sole discretion, whether your use of the Service violates these Terms.

AI-Powered Features

The Service includes features powered by artificial intelligence and machine learning. By using these features, you acknowledge and agree that:

• AI-generated content is not guaranteed to be accurate. AI outputs may contain errors, inaccuracies, or biases. You should independently verify any information provided by AI features before relying on it. AI-generated content does not constitute professional, legal, medical, financial, or other specialized advice.
• Your inputs are processed by third-party AI providers. Content you submit to AI features may be transmitted to and processed by third-party AI service providers. Our use and handling of this data is described in our Privacy Policy.
• You are responsible for how you use AI outputs. You assume all risk associated with your use of AI-generated content, including any decisions or actions you take based on that content.
• AI features may change. We may modify, suspend, or discontinue AI features at any time, and the quality or nature of AI outputs may vary.

Intellectual Property

The Service and its original content, features, functionality, design, graphics, and underlying technology are owned by Sean Smith and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any materials from the Service, except as incidental to normal use of the Service or as expressly permitted by these Terms.

User Content

You retain ownership of any content you create, submit, or upload through the Service ("User Content"). By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, process, and display your User Content solely as necessary to provide and operate the Service. This license exists only for as long as your account is active and terminates when your User Content is deleted.

You represent and warrant that:

• You own or have the necessary rights and permissions to submit your User Content
• Your User Content does not infringe the intellectual property rights or other rights of any third party
• Your User Content does not violate applicable laws or these Terms

We do not claim ownership of your User Content. However, we reserve the right to remove or disable access to any User Content that we determine, in our sole discretion, violates these Terms, infringes any rights, or is otherwise objectionable.

Feedback

If you provide us with feedback, suggestions, ideas, or other input regarding the Service ("Feedback"), you grant us an unrestricted, irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate that Feedback into the Service or any other product or service without any obligation or compensation to you. Feedback is distinct from User Content and is not subject to the deletion provisions that apply to User Content.

Subscriptions and Payments

Paid Subscriptions

The Service may offer paid subscription plans. When you purchase a subscription:

• Pricing and terms will be disclosed at the time of purchase. All prices are in the currency indicated at the point of sale and are inclusive of applicable taxes unless stated otherwise.
• Automatic renewal. Subscriptions automatically renew for successive periods (monthly or annually, as applicable) at the then-current rate unless you cancel before the end of the current billing period.
• Cancellation. You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period, and you will retain access to paid features until that period expires. No partial refunds are provided for unused portions of a billing period.

Payment Processing

Payments are processed through third-party payment platforms, which may include:

• Apple App Store (for iOS in-app purchases)
• Google Play Store (for Android in-app purchases)
• Stripe (for web-based purchases)

Your purchase is subject to the terms and payment policies of the applicable platform. For in-app purchases, billing, refunds, and subscription management are governed by Apple's or Google's terms, as applicable. To request a refund for an in-app purchase, you must contact the respective app store directly.

For web-based purchases processed through Stripe, refund requests may be directed to support@priori-labs.com. Refund eligibility is determined at our discretion.

Price Changes

We may change subscription prices from time to time. Price changes will take effect at the start of the next billing period following notice to you. If you do not agree to a price change, you may cancel your subscription before the price change takes effect.

Free Trials and Promotional Offers

We may offer free trials or promotional pricing from time to time. Free trials automatically convert to paid subscriptions at the end of the trial period unless you cancel before the trial expires. Trial eligibility is determined at our sole discretion and may be limited to one trial per user.

Third-Party Services and Content

The Service may integrate with, link to, or rely on third-party services, websites, or content. These third-party services are not under our control, and we are not responsible for their content, privacy practices, or availability. Your use of third-party services is at your own risk and subject to the terms and policies of those third parties.

Apple App Store

If you access the Service through an application downloaded from the Apple App Store, you acknowledge and agree that:

• These Terms are between you and Sean Smith only, and not with Apple Inc. ("Apple"). Apple is not responsible for the Service or its content.
• Apple has no obligation to provide any maintenance or support services with respect to the Service.
• In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) for the application. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service.
• Apple is not responsible for addressing any claims by you or any third party relating to the Service, including product liability claims, any claim that the Service fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights, Apple is not responsible for the investigation, defense, settlement, or discharge of any such claim.
• Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Service, you consent to the practices described in the Privacy Policy.

Copyright and DMCA

We respect the intellectual property rights of others. If you believe that any content available through the Service infringes your copyright, you may submit a notice to us at support@priori-labs.com that includes:

• A description of the copyrighted work you claim has been infringed
• A description of where the allegedly infringing material is located within the Service
• Your contact information (name, address, phone number, and email)
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner
• Your physical or electronic signature

We will respond to valid notices and may remove or disable access to infringing content in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws.

Termination

Termination by You

You may stop using the Service and delete your account at any time using the account deletion feature within the Service or by contacting us at support@priori-labs.com. When you delete your account, all of your personal data and User Content will be permanently deleted in accordance with our Privacy Policy. Termination of your account does not relieve you of any obligation to pay outstanding fees.

Termination by Us

We reserve the right to suspend or terminate your access to the Service at our sole discretion, with or without notice, for any reason, including if we reasonably believe that you have violated these Terms, engaged in conduct harmful to other users or the Service, or created legal liability for us.

Effect of Termination

Upon termination of your account:

• Your right to access and use the Service will immediately cease
• All of your personal data and User Content will be permanently deleted in accordance with our Privacy Policy
• Any provisions of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, indemnification, and dispute resolution provisions

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU USE THE SERVICE AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Sean Smith AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICE
• ANY CONTENT OBTAINED FROM THE SERVICE, INCLUDING AI-GENERATED CONTENT
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify, defend, and hold harmless Sean Smith and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of any third party
• Your User Content

This indemnification obligation will survive the termination of your account and these Terms.

Dispute Resolution and Arbitration

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@priori-labs.com and attempt to resolve the dispute informally for at least thirty (30) days. If the dispute is not resolved informally within that period, either party may proceed as described below.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. Arbitration shall take place in Tennessee or, at your election, may be conducted by phone, video conference, or based on written submissions.

The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including whether a claim is subject to arbitration.

Exceptions to Arbitration

Notwithstanding the above, either party may: (a) bring an individual action in small claims court for claims within that court's jurisdiction; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of a party's intellectual property rights.

Class Action Waiver

YOU AND Sean Smith AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

If this class action waiver is found to be unenforceable, then the entirety of the arbitration provision shall be null and void, and the dispute shall proceed in court.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Sean Smith agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Tennessee.

General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and Sean Smith regarding the Service and supersede all prior agreements, understandings, and communications.
• Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
• Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.
• Assignment. You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure. We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, power outages, pandemics, or labor disputes.
• Electronic Communications. By using the Service, you consent to receiving electronic communications from us, including emails and in-app notifications. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
• Notices. All legal notices from us to you will be delivered via email to the address associated with your account. You are responsible for keeping your account email address current. Notices are considered received when the email is sent, whether or not you actually read it.
• Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms within the Service with a revised effective date. If we make material changes, we will provide prominent notice (such as an in-app notification or email) prior to the changes taking effect.

Your continued use of the Service after the revised Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the Service.

Contact Us

If you have any questions about these Terms, please contact us at support@priori-labs.com.