Effective Date: January 10, 2026
These Terms of Use (the “Terms”) govern access to and use of the Prophy.ai website made available by Prophy (the “Site”) and the Prophy.ai platform, applications, APIs, and related services made available through the Site (collectively, the “Services”).
By accessing or using the Site or Services, or by clicking to accept these Terms, you agree to be bound by them. If you access or use the Site or Services on behalf of a company, institution, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and “you” and “your” refer to that entity.
“Prophy.ai,” “Prophy,” “we,” “us,” and “our” refer to the applicable Prophy entity that provides the Site or Services to you.
Prophy’s group entities include:
Unless a different Prophy entity is expressly identified on the Site, in an order form, or in another written agreement with you: users located in the European Economic Area or the United Kingdom contract with Prophy B.V.; users located in Switzerland contract with Prophy Sàrl; and all other users contract with Prophy Inc.
You may use the Site and Services only if you are legally capable of entering into a binding contract and are not prohibited from using the Site or Services under applicable law.
If you create, access, or use an account for an organization, institution, or other entity, you are responsible for ensuring that all users under that account comply with these Terms.
If you or the organization you represent have entered into a separate written agreement with Prophy governing the Services, including an order form, SaaS services agreement, master services agreement, statement of work, or similar agreement (a “Customer Agreement”), then the Customer Agreement governs your use of the Services and supersedes these Terms to the extent of any conflict.
These Terms primarily apply to use of the Site and any access to or use of Services that is not governed by a Customer Agreement.
Prophy.ai helps research organizations run peer review, research evaluation, editorial, and related workflows more efficiently, including by using AI-assisted methods and bibliometric or publication data to identify experts, support conflict-of-interest checks, analyze research outputs, and assist with allocation, evaluation, and decision workflows.
We may modify, update, suspend, or discontinue all or any part of the Site or Services from time to time.
To access certain Services, you may need to create an account or receive credentials from Prophy or your organization.
You must provide accurate and complete account information; keep your credentials confidential; not share credentials except as expressly permitted by the Service functionality; and promptly notify us of any suspected unauthorized access, compromise, or misuse of your account.
Your organization may designate administrators who can manage user access, authentication settings, security settings, content access, and other account controls. Prophy is entitled to rely on instructions from those administrators.
Subject to these Terms, Prophy grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Site and Services solely for your lawful internal business, institutional, editorial, funding, or research-administration purposes.
Unless a Customer Agreement states otherwise, outputs from the Services, including expert lists, analytics, recommendations, reports, and similar results, may be used and shared by you only within your organization and with your employees, contractors, advisors, committee members, reviewers, evaluators, editors, external peer reviewers, and service providers acting on your behalf, in each case solely for your internal business or institutional purposes and subject to appropriate confidentiality and data-protection safeguards.
You may not sell, license, publish, broadly redistribute, or make Service outputs publicly available except as expressly permitted in a Customer Agreement, with our prior written consent, or to the extent required by applicable law.
You must not, and must not permit any third party to, directly or indirectly:
We may monitor compliance with this Section to the extent permitted by law and may suspend or restrict access if we reasonably believe a violation has occurred or your use poses a security, legal, or operational risk.
You are responsible for all information, materials, data, prompts, files, messages, and other content that you or your users submit, upload, transmit, or otherwise make available through the Site or Services (“Your Content”).
You represent and warrant that you have all rights, permissions, and legal bases necessary to provide Your Content and to allow us to process it as contemplated by these Terms; that Your Content and your use of the Site and Services do not violate applicable law or third-party rights; and that you will not submit content that is unlawful, defamatory, deceptive, infringing, or malicious.
You must not submit or upload sensitive personal data, including special-category personal data under GDPR or equivalent sensitive data under other applicable laws, unless such processing is expressly authorized in a Customer Agreement, DPA, or other written agreement with Prophy.
If you submit prohibited or unauthorized data, we may delete it, refuse to process it, or suspend access as reasonably necessary for compliance, security, or operational reasons.
The Services may use or rely on third-party data sources, indexes, APIs, and services, including publication databases, identifier systems, hosting providers, analytics providers, email providers, and other third-party services (“Third-Party Sources”).
Third-Party Sources are outside Prophy’s control and may be changed, interrupted, delayed, incomplete, inaccurate, or unavailable without notice. Prophy is not responsible for Third-Party Sources or for errors, delays, or omissions caused by them.
Your use of certain Third-Party Sources may be subject to separate terms, conditions, or policies imposed by those providers.
Outputs generated by the Services may rely on AI-assisted methods, statistical methods, heuristics, customer-configured rules, or Third-Party Sources. Outputs may not be complete, correct, or suitable for every use case and should be reviewed by qualified users before being relied upon for decisions.
If you disclose non-public information to Prophy through the Site, such as in a sales inquiry, support request, security inquiry, or similar communication, Prophy will use reasonable care to protect that information and will use it only to respond to you, to evaluate, provide, support, or improve the business relationship, to comply with law, or as otherwise permitted by these Terms, a Customer Agreement, or applicable law.
These obligations do not apply to information that Prophy can demonstrate was already lawfully known to Prophy without restriction, becomes public through no fault of Prophy, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosed information.
Confidentiality obligations for customer content processed under a Customer Agreement are governed by that Customer Agreement and any applicable DPA, not this Section.
As between you and Prophy: you retain all right, title, and interest in and to Your Content; and Prophy and its licensors retain all right, title, and interest in and to the Site, Services, software, models, workflows, documentation, interfaces, designs, data compilations, and all related intellectual property rights.
No rights are granted to you except those expressly set out in these Terms.
You grant Prophy and its subprocessors a limited, non-exclusive, worldwide license to host, copy, transmit, display, process, and otherwise use Your Content solely as necessary to provide, secure, operate, support, and maintain the Site and Services; prevent fraud, abuse, or security incidents; comply with law; and enforce these Terms.
Except as expressly permitted in a Customer Agreement, DPA, or other written agreement with you, Prophy will not use customer-uploaded content submitted to the Services to train machine learning models.
You may not use Prophy’s name, logos, trademarks, or branding without our prior written consent, except to identify Prophy truthfully as a service provider in a non-misleading manner.
If you provide suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback regarding the Site or Services (“Feedback”), you grant Prophy a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, disclose, and otherwise exploit that Feedback for any purpose, without notice, attribution, or compensation to you.
We may designate certain features, functionality, or Services as beta, pilot, preview, early access, evaluation, or similar (“Beta Features”).
Beta Features may be incomplete, modified, or discontinued at any time and may be subject to additional terms. Unless otherwise expressly stated in writing, Beta Features are provided as is, may not be supported, and may not be covered by service commitments applicable to generally available Services.
We may suspend, restrict, or terminate your access to all or part of the Site or Services immediately if we reasonably believe that doing so is necessary to protect the security, integrity, or availability of the Site or Services; you or your users have violated these Terms; your use poses a legal, regulatory, reputational, or operational risk; or suspension or termination is required by law or by a governmental authority.
Where reasonably practicable, we will provide notice and, where appropriate, an opportunity to cure before suspension or termination.
You may stop using the Site and Services at any time.
Upon termination or expiration of these Terms: your right to access and use the Site and Services ends immediately, except as otherwise expressly provided in a Customer Agreement; Sections that by their nature should survive will survive, including Sections 7 through 12, 14 through 23, and any accrued rights or payment obligations; and any return, export, retention, or deletion of customer data will be handled in accordance with the applicable Customer Agreement, DPA, Privacy Policy, or applicable law.
We may retain limited records as required by law, for legitimate security and compliance purposes, or for backup and archival purposes in accordance with our retention practices.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROPHY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR RESULTS.
WITHOUT LIMITING THE FOREGOING, PROPHY DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; OUTPUTS OR RESULTS WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE; OR THIRD-PARTY SOURCES WILL REMAIN AVAILABLE OR UNCHANGED.
Conflict-of-interest checks, expert recommendations, rankings, analytics, or similar outputs are decision-support tools only. You remain responsible for applying your own review criteria, policies, verification procedures, and human judgment.
Prophy will use commercially reasonable efforts to make the Services available but does not guarantee any specific level of uptime or response time under these Terms. Uptime commitments, service credits, and incident-response targets, if any, are set out exclusively in a Customer Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
You will defend, indemnify, and hold harmless Prophy, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any third-party claims, actions, proceedings, damages, losses, liabilities, judgments, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Your Content; your or your users’ violation of these Terms; your misuse of the Site or Services; or your violation of applicable law or third-party rights.
Prophy may participate in the defense with counsel of its choosing at its own expense, and you may not settle any claim in a manner that admits fault by or imposes obligations on Prophy without Prophy’s prior written consent.
Our Privacy Policy describes how we process personal data in connection with the Site and certain Services.
Where you submit personal data through general site forms, sales inquiries, support requests, or similar channels, Prophy acts as a data controller and processes that data in accordance with the Privacy Policy. Where Prophy processes personal data on behalf of a customer under a Customer Agreement, Prophy acts as a data processor and the parties’ rights and obligations with respect to that processing are governed by the applicable Customer Agreement and DPA, not this Section.
If you are located in the EEA or the UK, you have rights under the GDPR in respect of your personal data, including the right to access, rectify, erase, restrict or object to processing, and the right to data portability. To exercise any of these rights, please contact us at info@prophy.ai or refer to the Privacy Policy.
You acknowledge that personal data submitted through general site forms, sales inquiries, support requests, newsletter forms, or similar channels may be processed under the Privacy Policy; customer content processed through the Services may be processed under a separate DPA where applicable; and cross-border transfers, sub-processors, and return/deletion obligations are addressed in the applicable contractual framework.
A DPA is available upon request at info@prophy.ai.
You must comply with all applicable sanctions, export control, anti-boycott, and trade-compliance laws and regulations.
You may not access or use the Site or Services if you are located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive sanctions or embargoes applicable to the Site or Services; identified on a government restricted-party list; or owned or controlled by such a person or entity.
You may not use, export, re-export, transfer, or make available the Site or Services in violation of applicable export-control or sanctions laws.
We may suspend or terminate access immediately if we reasonably believe this Section has been violated.
We may update these Terms from time to time.
If we make a material change, we will provide reasonable advance notice, which may include posting a notice on the Site, notifying account administrators, or sending notice by email. Unless a different effective date is specified, material changes will become effective no earlier than thirty (30) days after notice.
Non-material changes may become effective upon posting.
Your continued access to or use of the Site or Services after updated Terms become effective constitutes acceptance of the updated Terms.
If a Customer Agreement identifies a governing law, forum, or dispute-resolution process, that provision controls for Services governed by that Customer Agreement.
Otherwise, the governing law and forum depend on the applicable contracting entity, as set out below:
| Contracting Entity | Governing Law | Forum |
|---|---|---|
| Prophy Inc. (US and all other regions) | State of Delaware, USA | State and federal courts of Delaware. Prophy may seek injunctive relief in any competent court. |
| Prophy B.V. (EEA and UK) | Laws of the Netherlands | Courts of The Hague, Netherlands; or ICC arbitration (Amsterdam) where agreed in writing. Mandatory local consumer courts unaffected. |
| Prophy Sàrl (Switzerland) | Laws of Switzerland | Courts of Lausanne, Switzerland; or Swiss Rules of International Arbitration where agreed in writing. |
22.1 Electronic communications. You agree that we may provide notices, disclosures, and other communications to you electronically, including through the Site, your account, or email, and that such communications satisfy any legal requirement that they be in writing.
22.2 Assignment. You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under them without Prophy’s prior written consent. Any attempted assignment in violation of this Section is void. Prophy may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.
22.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
22.4 Waiver. No failure or delay by Prophy in exercising any right or remedy under these Terms will operate as a waiver. Any waiver must be in writing and signed by an authorized representative of Prophy.
22.5 Entire agreement. These Terms, together with any documents expressly incorporated by reference and any applicable Customer Agreement, constitute the entire agreement between you and Prophy with respect to the subject matter addressed here, and supersede all prior or contemporaneous understandings, communications, or agreements on that subject matter.
22.6 No agency. These Terms do not create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Prophy.
22.7 Force majeure. Prophy will not be liable for any delay, interruption, or failure to perform resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, cloud or hosting provider outages, widespread cyber incidents that could not reasonably have been prevented by industry-standard measures, or governmental actions.
22.8 Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.”