Terms and Conditions for hifrank.ai

These Terms and Conditions, together with any Order Form, Privacy Policy, Data Processing Addendum, and any applicable service-specific terms incorporated by reference, constitute a legally binding agreement between Prelaunch Group, Inc., doing business as Frank ("Frank," "we," "us," or "our"), and the person or entity accepting these Terms ("Customer," "you," or "your") and govern your access to and use of hifrank.ai, our websites, applications, APIs, software, AI interview and research tools, analytics tools, and related services (collectively, the "Services").

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and in that case "you" and "your" refer to that entity.

If you do not agree to these Terms, do not access or use the Services.

1. Order of Precedence

If you and Frank have entered into a separately executed Order Form, master services agreement, subscription agreement, or other written agreement governing the Services, that agreement controls over these Terms to the extent of any conflict.

These Terms apply to:

1. visitors to the website;
2. trial users;
3. self-serve users;
4. customers using the Services under an Order Form, except to the extent superseded by that Order Form or another written agreement.

Research participants, interviewees, survey respondents, or other end participants may also be subject to separate participant terms, study-specific notices, and consent flows.

2. Eligibility

You must be at least 18 years old to use the Services unless you are participating in a customer-sponsored study under a lawful minor-consent flow approved by Frank in writing.

You may not use the Services if:

1. you are prohibited from doing so under applicable law;
2. you are located in or ordinarily resident in a jurisdiction subject to applicable export or sanctions restrictions that prohibit the Services;
3. you have previously been suspended or terminated by Frank for cause.

3. Definitions

For purposes of these Terms:

"Authorized User" means any employee, contractor, consultant, agent, or other individual authorized by Customer to access or use the Services on Customer’s behalf.

"Customer Data" means all data, content, materials, prompts, files, audio, video, chat content, transcripts, participant information, interview guides, notes, survey data, screeners, and other information submitted to, uploaded to, transmitted through, or generated for Customer through the Services, excluding Usage Data.

"Inputs" means prompts, instructions, Customer Data, and other content submitted to AI Features.

"Outputs" means text, summaries, analyses, themes, recommendations, transcripts, clips, classifications, or other content generated by the AI Features in response to Inputs or other Customer Data.

"Usage Data" means technical, diagnostic, operational, telemetry, and usage information regarding access to and use of the Services, including performance data, log data, feature usage, and metadata, but excluding Customer Data except to the extent transformed into aggregated or deidentified information that does not reasonably identify Customer, any Authorized User, or any participant.

"AI Features" means any machine learning, generative AI, automated interviewing, transcription, summarization, search, classification, recommendation, translation, or similar features made available as part of the Services.

4. Accounts and Access

Customer is responsible for:

1. maintaining the confidentiality of account credentials;
2. all activity occurring under its accounts and Authorized User accounts;
3. ensuring that Authorized Users comply with these Terms;
4. promptly notifying Frank of any unauthorized access, suspected compromise, or misuse.

You must provide accurate and complete information when creating an account and keep it current.

Frank may suspend, restrict, or terminate accounts that contain false, misleading, incomplete, or unauthorized registration information.

5. License Grant

Subject to these Terms and timely payment of applicable fees, Frank grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services solely for Customer’s internal business purposes and in accordance with the documentation, applicable Order Form, and these Terms.

No rights are granted except as expressly set forth in these Terms.

6. Trials, Betas, and Free Access

If Frank provides access to trial, beta, pilot, evaluation, sandbox, preview, or free versions of the Services ("Trial Services"):

1. Trial Services may be limited in features or functionality;
2. Frank may modify, suspend, or discontinue Trial Services at any time without notice;
3. Trial Services are provided "as is" without any service commitments, warranties, indemnities, or support obligations unless expressly stated otherwise in writing;
4. Frank may delete Trial Service data at any time unless otherwise required by law or agreed in writing.

7. Customer Responsibilities

Customer will:

1. use the Services only in compliance with applicable law and these Terms;
2. obtain and maintain all rights, permissions, notices, and consents necessary for Frank to lawfully process Customer Data, including participant data, contact information, recordings, and other study materials;
3. be solely responsible for study design, participant recruitment decisions, incentives, legal disclosures, and downstream use of Outputs unless Frank expressly agrees otherwise in writing;
4. ensure that no Customer Data infringes, misappropriates, or otherwise violates third-party rights;
5. ensure that any minor participant is included only pursuant to a lawful consent framework and only where expressly permitted by Frank in writing.

Customer is solely responsible for deciding whether and how to use Outputs in business, product, legal, employment, financial, healthcare, insurance, housing, or other decisions.

8. Prohibited Uses

You will not, and will not permit any third party or Authorized User to:

1. license, sublicense, sell, resell, rent, lease, transfer, distribute, time-share, or otherwise make the Services available to third parties except as expressly permitted by Frank in writing;
2. reverse engineer, decompile, disassemble, copy, mirror, frame, scrape, or attempt to discover source code, model weights, underlying components, or non-public aspects of the Services, except to the limited extent such restriction is prohibited by law;
3. access the Services for benchmarking or competitive analysis for publication without Frank’s prior written consent;
4. interfere with or disrupt the integrity, security, or performance of the Services;
5. upload or transmit malicious code, malware, spyware, ransomware, or other harmful code;
6. bypass, disable, or defeat any security feature, rate limit, usage restriction, or access control;
7. use the Services to develop, train, improve, or benchmark a competing product or model;
8. use the Services for unlawful, defamatory, harassing, discriminatory, fraudulent, deceptive, or abusive purposes;
9. use the Services to create or facilitate spam or unsolicited communications;
10. use the Services in a manner that violates privacy, publicity, intellectual property, export, consumer protection, employment, anti-discrimination, or other applicable laws;
11. use the Services for High Risk Activities.

For purposes of these Terms, "High Risk Activities" include uses where failure or error could reasonably lead to death, personal injury, unlawful discrimination, or significant legal or financial harm, including autonomous weapons, emergency response, critical infrastructure control, medical diagnosis or treatment, credit eligibility, employment screening without human review, insurance underwriting, or housing eligibility determinations.

Unless expressly agreed in writing, the Services are not intended for regulated workloads requiring compliance with HIPAA, GLBA, CJIS, ITAR, FERPA, PCI DSS, or similar sector-specific obligations.

9. Fees, Billing, Taxes, and Renewal

Customer will pay all fees specified in the applicable Order Form, checkout flow, or pricing page.

Unless otherwise stated in the applicable Order Form:

1. fees are quoted and payable in U.S. dollars;
2. fees are non-cancelable and non-refundable except as expressly stated in these Terms or required by law;
3. subscriptions renew automatically for successive renewal terms equal to the initial subscription term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term;
4. Frank may change fees for renewal terms by giving prior notice.

Customer authorizes Frank and its payment processors to charge the applicable payment method for all fees, renewals, overages, taxes, and other charges due.

Fees are exclusive of taxes, duties, levies, VAT, GST, sales tax, withholding tax, and similar governmental charges, all of which are Customer’s responsibility except taxes based on Frank’s net income.

If Customer fails to pay when due, Frank may:

1. charge interest at the lesser of 1.5% per month or the maximum amount allowed by law;
2. suspend access after notice;
3. recover reasonable collection costs.

10. Services, Availability, and Changes

Frank may improve, update, modify, replace, or discontinue features of the Services from time to time. Frank will not materially reduce the core functionality of a paid subscription during the then-current term except where required for security, legal, or operational reasons, or where replacement functionality is provided.

Frank does not guarantee uninterrupted or error-free availability.

11. Customer Data and Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

Customer grants Frank a non-exclusive, worldwide, limited license to host, copy, process, transmit, display, adapt, and otherwise use Customer Data solely:

1. to provide, maintain, support, secure, and improve the Services;
2. to generate Outputs requested by Customer;
3. to prevent fraud, abuse, or security incidents;
4. to comply with law and enforce these Terms;
5. as otherwise expressly permitted in writing by Customer.

Frank will not use Customer Data to train foundation models or generalized models made available to other customers unless expressly permitted in the applicable Order Form, DPA, service-specific terms, or another written agreement signed by Frank.

Frank may use Usage Data and deidentified or aggregated information for lawful business purposes, including analytics, service improvement, security, capacity planning, and product development, provided such information does not reasonably identify Customer, any Authorized User, or any participant.

12. Outputs and AI Features

Subject to Customer’s compliance with these Terms and to the extent permitted by applicable law, Frank assigns to Customer any right, title, and interest Frank may have in Outputs generated specifically for Customer from Customer’s Inputs and Customer Data, excluding:

1. Frank technology;
2. models and model weights;
3. software, workflows, templates, prompts, documentation, and know-how;
4. Usage Data;
5. deidentified or aggregated information;
6. any third-party materials or third-party output subject to separate rights.

Customer acknowledges and agrees that:

1. Outputs are generated probabilistically and may be incomplete, inaccurate, biased, offensive, out of date, non-unique, or otherwise unsuitable;
2. similar or identical outputs may be generated for other users;
3. Customer must independently review and verify Outputs before relying on them;
4. AI Features are not intended to replace legal, clinical, compliance, safety, or other professional judgment.

Frank may use third-party AI, transcription, speech, translation, analytics, hosting, and communications providers to deliver the Services. Customer authorizes Frank to transmit Inputs and related Customer Data to such providers as necessary to provide the Services, subject to the applicable privacy policy, DPA, and security commitments.

13. Privacy and Data Processing

Frank’s collection and processing of personal information is governed by the then-current Privacy Policy.

To the extent Frank processes personal data on Customer’s behalf as a processor or service provider, the parties’ data processing addendum, if any, applies. If no separate DPA is in place and one is required by applicable law for Customer’s use case, Customer must request and execute Frank’s then-current DPA before using the Services for that use case.

Customer represents and warrants that it has provided all required notices and obtained all rights, permissions, and consents necessary for Frank and its subprocessors to process personal data included in Customer Data.

14. Confidentiality

Each party ("Receiving Party") agrees to protect the other party’s ("Disclosing Party") non-public business, technical, financial, pricing, security, and product information that is disclosed in writing, orally, electronically, or otherwise and that is marked confidential or should reasonably be understood to be confidential under the circumstances ("Confidential Information").

The Receiving Party will:

1. use Confidential Information only to perform or receive the Services and exercise rights under these Terms;
2. protect Confidential Information using at least reasonable care, and not less than the care it uses for its own similar information;
3. disclose Confidential Information only to employees, contractors, advisors, and agents who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes public through no breach of these Terms;
2. was already known to the Receiving Party without restriction;
3. is received from a third party without breach of any duty;
4. is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.

15. Frank Intellectual Property

Frank and its licensors retain all right, title, and interest in and to the Services, including all software, source code, object code, architecture, interfaces, workflows, prompts, documentation, templates, trademarks, logos, trade names, inventions, models, model improvements, designs, and other intellectual property rights.

Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

16. Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Services ("Feedback"), Frank may use, disclose, reproduce, modify, commercialize, and otherwise exploit such Feedback without restriction, obligation, or compensation, and Customer assigns to Frank any rights necessary for Frank to do so.

17. Third-Party Services and Integrations

The Services may interoperate with third-party services, websites, APIs, models, or tools. Customer’s use of third-party services is governed solely by the applicable third-party terms, and Frank is not responsible for third-party services, including their availability, performance, security, legality, or privacy practices.

If Customer enables an integration or otherwise directs Frank to access or transmit data to a third-party service, Customer authorizes Frank to do so.

18. Warranties

Each party represents and warrants that:

1. it has full power and authority to enter into these Terms;
2. these Terms are binding and enforceable against it;
3. it will comply with applicable law in performing its obligations under these Terms.

Frank warrants that, during a paid subscription term, the Services will perform in all material respects in accordance with the applicable documentation.

Customer’s exclusive remedy for Frank’s breach of the foregoing warranty is, at Frank’s option:

1. commercially reasonable correction of the non-conformity; or
2. if Frank cannot cure the non-conformity within a reasonable period, termination of the affected Services and refund of prepaid fees for the unused portion of the affected subscription term.

19. Disclaimers

Except as expressly stated in Section 18, the Services, Trial Services, Outputs, and all related components are provided "as is" and "as available" to the maximum extent permitted by law.

Frank disclaims all implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, and quiet enjoyment.

Frank does not warrant that:

1. the Services will be uninterrupted, secure, error-free, or virus-free;
2. Outputs will be accurate, complete, non-infringing, or fit for any particular purpose;
3. the Services will satisfy Customer’s requirements or achieve any intended result.

Customer acknowledges that AI Features may generate incorrect or objectionable content and that human review is required before relying on Outputs.

20. Indemnification by Customer

Customer will defend, indemnify, and hold harmless Frank and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, actions, investigations, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Customer Data;
2. Customer’s or any Authorized User’s use of the Services in violation of these Terms, applicable law, or third-party rights;
3. Customer’s failure to provide required notices or obtain required consents, permissions, or authorizations;
4. Customer’s products, services, decisions, or actions taken in reliance on Outputs.

21. Indemnification by Frank

Frank will defend Customer against any third-party claim alleging that the paid Services, excluding Trial Services, Outputs, Customer Data, and third-party components, infringe or misappropriate that third party’s U.S. patent, copyright, trade secret, or trademark, and Frank will indemnify Customer against damages finally awarded or agreed in settlement, provided that Customer:

1. promptly notifies Frank in writing;
2. gives Frank sole control of the defense and settlement, except that Frank may not settle a claim in a manner that admits liability for Customer or imposes non-monetary obligations on Customer without Customer’s consent, not to be unreasonably withheld;
3. reasonably cooperates in the defense.

Frank will have no obligation under this section to the extent a claim arises from:

1. Customer Data, Inputs, Outputs, or participant content;
2. Customer’s instructions, specifications, or materials;
3. combination of the Services with products, services, or data not provided by Frank;
4. use of the Services in violation of these Terms or applicable documentation;
5. Trial Services, beta features, or third-party services.

If such a claim appears likely, Frank may, at its option:

1. procure the right for Customer to continue using the affected Services;
2. modify or replace the affected Services; or
3. terminate the affected Services and refund prepaid fees for the unused portion of the affected term.

This section states Frank’s sole liability and Customer’s exclusive remedy for intellectual property claims.

22. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, revenues, goodwill, anticipated savings, or business interruption, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Frank’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees paid or payable by Customer to Frank for the Services giving rise to the claim during the 12 months preceding the event giving rise to the claim.

The exclusions and cap above do not apply to:

1. Customer’s payment obligations;
2. Customer’s breach of Sections 8, 14, or 20;
3. either party’s fraud, willful misconduct, or gross negligence;
4. amounts payable under either party’s indemnification obligations;
5. liability that cannot be limited under applicable law.

23. Suspension

Frank may suspend or limit access to the Services immediately if:

1. Customer fails to pay undisputed amounts when due;
2. Frank reasonably believes the Services are being used in violation of these Terms or applicable law;
3. suspension is necessary to prevent harm to the Services, other customers, or third parties;
4. required by law, court order, or governmental request.

Frank will use reasonable efforts to notify Customer and restore access once the underlying issue is resolved, where practicable.

24. Term and Termination

These Terms begin when Customer first accepts them or first accesses the Services and continue until terminated.

Either party may terminate:

1. for convenience at the end of the then-current subscription term by providing any required non-renewal notice;
2. for cause if the other party materially breaches these Terms and fails to cure within 30 days after written notice, except that payment breaches, unlawful use, security breaches, or violations of Section 8 may be terminated immediately if not promptly curable;
3. immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, enters liquidation, or becomes subject to bankruptcy proceedings not dismissed within 60 days.

Upon termination or expiration:

1. all rights granted to Customer under these Terms cease;
2. Customer must stop using the Services;
3. each party will return or destroy the other party’s Confidential Information upon request, except as required by law or reasonably retained in backups, security logs, or archival systems;
4. if terminated by Customer for Frank’s uncured material breach, Frank will refund prepaid fees for the unused portion of the terminated subscription term;
5. if terminated by Frank for Customer’s breach, Customer will remain liable for all unpaid fees through the end of the then-current term.

25. Publicity

Frank may identify Customer as a customer of Frank and may use Customer’s name, logo, trademarks, and a general description of the Services provided in marketing and promotional materials, unless Customer requests in writing that Frank not do so. Following receipt of such request, Frank will stop future use within a commercially reasonable period, but may continue to use materials already in circulation or committed for publication.

26. Export Controls and Sanctions

Customer will comply with all applicable export control, trade, and sanctions laws and regulations. Customer represents and warrants that neither it nor any Authorized User is:

1. located in or ordinarily resident in a prohibited jurisdiction;
2. listed on any applicable government restricted-party list;
3. using the Services in violation of export or sanctions laws.

Customer will not export, re-export, transfer, or permit access to the Services or related technical data in violation of applicable law.

27. Governing Law and Venue

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Delaware, without regard to its conflicts of law principles. The state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the jurisdiction and venue of those courts. Each party waives any objection based on forum non conveniens.

Each party waives any objection based on forum non conveniens.

28. Injunctive Relief

Notwithstanding anything to the contrary, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of intellectual property or Confidential Information.

29. Changes to These Terms

Frank may update these Terms from time to time. If Frank makes a material change, Frank will post the updated Terms on the website and update the "Last Updated" date. For material changes that adversely affect paid customers during an active subscription term, Frank will provide reasonable notice, and the changes will take effect at the next renewal unless earlier application is required by law or necessary for security, compliance, or abuse prevention.

By continuing to use the Services after updated Terms become effective, you agree to the revised Terms.

30. Miscellaneous

These Terms, together with any incorporated documents and applicable Order Forms, constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous understandings on that subject.

Neither party may assign these Terms without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

No waiver of any provision will be effective unless in writing and signed by the waiving party.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

Notices under these Terms must be in writing. Frank may provide notices by email, in-product notification, or posting in the Services. Customer will send legal notices to: support@hifrank.ai

Sections that by their nature should survive termination will survive, including sections concerning fees owed, confidentiality, intellectual property, feedback, disclaimers, indemnities, limitations of liability, governing law, and miscellaneous provisions.

31. Contact Information

If you have questions about these Terms, contact:

Prelaunch Group, Inc. 

2055 Limestone RD STE 200-C

Wilmington, DE 19808

support@hifrank.ai

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