Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Peer Group Institute LLC's ("PGI," "we," "our," or "us") innovation management platform. These Terms of Service ("Terms") constitute a legally binding agreement between you and PGI governing your access to and use of our platform, including any associated services, features, content, and functionality.

By accessing, registering for, or using our platform, you:

• Acknowledge that you have read, understood, and agree to be bound by these Terms
• Represent and warrant that you have the legal authority to accept these Terms
• Confirm that you are physically located in the United States
• Consent to the collection and use of your information as described in our Privacy Policy

If you do not agree to these Terms or cannot make these representations, you must not access or use our platform.

2. Eligibility and Access

2.1 Geographic Restrictions

Our platform is exclusively available to users physically located within the United States:

• Access and use of the platform is strictly limited to users physically located within the United States
• All data storage and processing occurs exclusively on US-based servers
• Users expressly warrant they will not attempt to access or use the platform from outside the United States
• PGI reserves the right to implement technical measures to enforce these geographic restrictions
• Any attempt to circumvent these geographic restrictions constitutes a material breach of these Terms

2.2 Account Requirements

To access and use our platform, you must:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your registration information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breaches
• Have express authorization from your employer to use the platform
• Possess the requisite authority to submit information on behalf of your company
• Comply with all applicable corporate policies and procedures
• Agree not to use the platform for illegal or unauthorized purposes
• Companies are responsible for ensuring that their employees have the necessary permissions and authority to submit information on the platform. PGI is not liable for any unauthorized submissions made by employees, and companies agree to indemnify PGI against any claims arising from such unauthorized use.

3. Data Ownership and Intellectual Property Rights

3.1 PGI Intellectual Property

Regarding PGI's intellectual property rights and ownership:

• PGI exclusively owns all rights, title, and interest in its methodologies, frameworks, processes, systems, and know-how (collectively, "PGI IP"), whether implemented through the platform or in-person services
• Users acknowledge that PGI's methodologies and frameworks constitute valuable trade secrets and confidential information
• Access to PGI IP does not grant any rights to use, modify, reproduce, or implement such IP outside the platform or authorized services
• Users and their employers are expressly prohibited from:
  • Implementing or adapting PGI's methodologies or frameworks for their own use
  • Creating derivative works based on PGI IP
  • Training others using PGI's methods or frameworks
  • Reverse engineering PGI's processes or systems
  • Using PGI IP for any purpose not explicitly authorized
• Any unauthorized use of PGI IP constitutes a material breach of these Terms and may result in legal action
• Users are strictly prohibited from sharing, disclosing, or otherwise making available PGI’s intellectual property to any third parties, including but not limited to competitors, consultants, or other organizations, without PGI’s express written consent.
• In the event of any unauthorized use, reproduction, or disclosure of PGI’s intellectual property, PGI shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. Users acknowledge that such breaches may cause irreparable harm to PGI, for which monetary damages may be insufficient."

3.2 Company Innovations

Regarding intellectual property rights and ownership:

• All innovations, ideas, submissions, and related content created or submitted through the platform by employees remain the exclusive property of their respective employers
• Companies retain all right, title, and interest in and to their employees' submissions
• Users grant PGI a limited, non-exclusive license solely to store, display, and process submissions within the platform
• All submissions are treated as confidential information of the respective company
• PGI disclaims any ownership interest in company innovations or submissions
• PGI employees may access user data, including submissions and personal information, solely for the purposes of platform operation, maintenance, customer support, and compliance with legal requirements."
• PGI is not liable for any loss or damage arising from the submission of innovations or submissions

3.3 Confidentiality and Non-Disclosure

Users agree to maintain strict confidentiality regarding PGI IP:

• All PGI methodologies, frameworks, and processes shall be treated as strictly confidential
• Users shall not disclose PGI IP to any third parties without express written authorization
• Users shall implement reasonable security measures to prevent unauthorized access to or disclosure of PGI IP
• Confidentiality obligations survive termination of platform access or services
• Users acknowledge that monetary damages may be insufficient for breaches and agree that PGI may seek injunctive relief
• Confidential information includes, but is not limited to, PGI’s methodologies, frameworks, processes, algorithms, and any other proprietary information disclosed through the platform or related services.

3.4 Data Processing and AI

Regarding data processing and AI services:

• Users expressly consent to data processing through various AI systems, including but not limited to xAI
• PGI maintains complete discretion to:
  • Change, modify, or replace AI providers and models at any time
  • Adjust AI processing methods and capabilities
  • Implement new AI technologies as they become available
  • Modify AI-related features without prior notice
• Users acknowledge and accept that data may be processed by third-party AI services
• PGI retains the right to use anonymized data for platform improvement and AI training
• Users warrant they have necessary rights and permissions to submit data for AI processing
• No guarantee is made regarding specific AI models or capabilities being permanently available

3.5 Platform Access and Data Usage Acknowledgment

By accepting these Terms and creating an account, users explicitly acknowledge and agree that:

• All platform activities and data are accessible to authorized company representatives, including:
  • Complete AI conversation histories
  • All submitted content and innovations
  • Usage patterns and activity logs
  • Personal data provided during registration
• All data and content may be used to train and improve PGI's AI systems
• No platform activity is private from the user's employer
• These acknowledgments apply regardless of user role or access level
• These terms survive any termination of platform access

3.6 Confidentiality of Company Data

PGI agrees to treat all user submissions, including innovations, ideas, and proprietary information, as confidential. PGI will implement reasonable measures to protect this information from unauthorized access, use, or disclosure, and will only use such data in accordance with these Terms and the Privacy Policy.

4. Third-Party Services and Integration

4.1 Service Providers

Our platform integrates with various third-party services:

• Stripe processes all financial transactions and payment data
• Clerk manages user authentication and identity verification
• Supabase provides secure data storage and management
• Upstash handles rate limiting and performance optimization
• Various AI providers process and analyze platform data
• PGI may modify service providers without prior notice
• Users agree to comply with all applicable third-party terms of service
• PGI is not liable for any loss or damage arising from the use of third-party services

4.2 Data Storage and Retention

Regarding data storage and retention policies:

• All data is stored exclusively on US-based servers
• PGI makes no guarantees regarding specific data retention periods
• Data may be retained indefinitely for platform improvement purposes
• Users may request data deletion, subject to legal and technical limitations
• Certain data may be retained to comply with legal obligations
• Upon termination of a company's subscription, PGI will retain the company's data for a period of 12 months, after which it will be deleted, except for data that must be retained to comply with legal obligations or for platform improvement purposes in anonymized form.

5. Acceptable Use and Compliance

5.1 Prohibited Activities

Users are strictly prohibited from:

• Accessing or attempting to access the platform from outside the United States
• Submitting or processing non-US data or information
• Attempting to gain unauthorized access to the platform or related systems
• Interfering with or disrupting platform operation or performance
• Violating any applicable laws, regulations, or corporate policies
• Circumventing any platform security measures or restrictions
• Sharing access credentials or allowing unauthorized platform use

5.2 Compliance Requirements

Users must comply with:

• All applicable United States federal, state, and local laws
• Their employer's policies, procedures, and requirements
• Required authorizations and permissions for platform use
• Intellectual property rights and confidentiality obligations
• Data protection and privacy requirements
• Export control and trade compliance regulations

6. Term, Termination, and Payment Policies

Regarding platform access, termination, and payments:

• All sales are final and no refunds will be issued for any payments made
• Users may cancel their subscription at any time through their account settings
• Upon cancellation, access will continue until the end of the current paid subscription period
• Cancelled subscriptions will not auto-renew for subsequent periods
• PGI reserves the right to modify subscription pricing at any time
• Price changes will take effect at the next renewal period
• No grandfathering of previous pricing will be offered
• Users will be notified of price changes via email before renewal
• PGI reserves the right to terminate or suspend access immediately, without prior notice or liability
• All post-termination obligations survive termination of these Terms
• PGI may retain and use data after termination as permitted by law
• Users must cease all platform use upon termination

7. Disclaimers and Limitations of Liability

7.1 Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES REGARDING SECURITY, RELIABILITY, AVAILABILITY, OR PERFORMANCE
• WARRANTIES THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED
• WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF DATA
• WARRANTIES REGARDING THE USE OF THIRD PARTY AI PROVIDERS:

PGI uses AI technologies, including third-party AI providers, to process and analyze user data. While PGI strives to ensure the accuracy and reliability of AI-generated content, users acknowledge that AI systems may produce errors, biases, or inaccuracies. PGI disclaims any liability for damages arising from reliance on AI-generated outputs.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• PGI'S TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID FOR THE PLATFORM IN THE 12 MONTHS PRECEDING THE CLAIM
• PGI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• PGI SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES
• PGI SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM DATA BREACHES OR UNAUTHORIZED ACCESS

8. Dispute Resolution and Governing Law

8.1 Governing Law

• These Terms are governed by and construed in accordance with the laws of the State of Iowa
• The courts of Iowa shall have exclusive jurisdiction over any disputes
• Users expressly waive any right to a jury trial
• Users waive any right to participate in a class action lawsuit
• The maximum liability of PGI in any dispute shall not exceed the total amount paid by the user to PGI in the 12 months preceding the claim

8.2 Dispute Resolution

• All disputes shall be resolved through binding arbitration in Iowa
• Arbitration shall be conducted under the rules of the American Arbitration Association
• Each party shall bear its own costs in any dispute resolution proceeding
• The arbitrator's decision shall be final and binding
• Any action against PGI must be brought within one (1) year after the cause of action arises

9. Indemnification

Users agree to indemnify, defend, and hold harmless PGI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from or relating to:

• Your use of the platform
• Your violation of these Terms
• Your violation of applicable laws or regulations
• Your violation of any third-party rights
• Your submissions or content

10. Modifications to Terms

Regarding changes to these Terms:

• PGI reserves the right to modify these Terms at any time
• Changes become effective upon posting to the platform
• Continued use after changes constitutes acceptance
• Users are responsible for regularly reviewing these Terms
• Material changes may be notified via email or platform notification

11. Non-Competition and Non-Solicitation

Users and their employers agree that:

• During the term of platform access and for two (2) years thereafter, they will not:
  • Develop or offer services that compete with PGI's innovation management methodologies or frameworks
  • Use PGI IP to create competing products or services
  • Solicit or encourage other companies to use unauthorized implementations of PGI IP
  • Attempt to replicate PGI's methodologies or frameworks for commercial purposes
• These restrictions apply globally and survive termination of platform access
• Users acknowledge these restrictions are reasonable and necessary to protect PGI's legitimate business interests