This Master Subscription Agreement ("Agreement") is entered into between Previa Inc. ("Previa") and the entity identified as "Customer" in an applicable Order (as defined below). Previa and Customer may be referred to individually as a "Party" and collectively as the "Parties."
This Agreement governs Customer's access to and use of the Services and is incorporated by reference into each order form, checkout flow, or written ordering document that references this Agreement (each, an "Order").
The Parties agree as follows:
1. Overview
Subject to the terms of this Agreement, Previa will make available to Customer its AI-powered prediction market intelligence platform, which aggregates market data from prediction market platforms, generates AI-driven confidence scores and insights, maps news to market contracts, provides real-time alerts, and offers portfolio tracking tools, together with associated analytics and support, as specified in the applicable Order (collectively, the "Services").
Use of the Services may be subject to limits on users, API calls, alerts, or other usage metrics as set forth in the applicable Order.
2. Services
2.1 Ordering Process. Subscriptions are purchased under one or more Orders. Each Order specifies the Services, applicable plan tier (Pro or Premium), usage limits, and subscription term.
2.2 Access Grant. During the Term, Customer may access and use the Services solely for Customer's internal business purposes in accordance with the Documentation and this Agreement.
2.3 Users. "User" means an employee or contractor authorized by Customer to use the Services. Customer is responsible for ensuring Users' compliance with this Agreement and for all activity under Customer's account.
2.4 Restrictions. Customer will not (a) resell, sublicense, or redistribute the Services or their data, (b) reverse engineer, decompile, or copy the Services, (c) use the Services to build a competing product, (d) interfere with Service operation or security, (e) use automated means to scrape or extract data beyond authorized API access, or (f) use the Services in violation of applicable law.
3. Data and Intellectual Property
3.1 Rights. Customer retains ownership of Customer Data (account information, configurations, linked platform credentials). Previa retains ownership of the Services, AI models, scoring algorithms, and all related technology and intellectual property.
3.2 Use of Customer Data. Customer grants Previa a limited license to process Customer Data solely to deliver the Services, improve Platform performance, and comply with law. Previa will not train third-party AI models on Customer Data.
3.3 AI-Generated Output. The Services generate market intelligence content including confidence scores, insights, news mappings, and research reports ("Output"). Customer may use Output for internal business purposes in accordance with this Agreement. Output may not be unique and is provided for informational purposes only, not as financial advice.
3.4 Telemetry. Previa may collect and use de-identified usage data and metrics ("Telemetry") for analytics, product improvement, and benchmarking.
4. Customer Obligations
Customer is responsible for (a) the accuracy of information provided to Previa, (b) ensuring all necessary rights and consents have been obtained for Previa's use under this Agreement, (c) compliance with applicable laws regarding prediction market participation in Customer's jurisdiction, and (d) all trading decisions made using information from the Platform.
5. Financial Disclaimer
The Services provide market intelligence for informational purposes only. Nothing in the Services constitutes financial advice, investment advice, or a recommendation to trade. Customer acknowledges that prediction market trading involves substantial risk and that Previa bears no responsibility for trading losses.
6. Linked Platform Accounts
Customer may link external prediction market accounts (Kalshi, Polymarket) to the Services for portfolio tracking. Previa uses linked credentials solely to retrieve position and portfolio data. Previa does not execute trades or modify positions on linked platforms. Customer is responsible for the security and terms compliance of linked accounts.
7. Fees and Taxes
7.1 Fees. Customer will pay fees as specified in the Order. Fees are invoiced on the schedule set forth in the Order and payable within thirty (30) days unless otherwise specified. Fees are non-refundable except as expressly provided herein.
7.2 Taxes. Fees exclude applicable taxes, which Customer is responsible for paying (excluding Previa's income tax).
7.3 Overdue Payments. Previa may charge interest on overdue payments at the lesser of 1.5% per month or the maximum rate permitted by law.
8. Warranties and Disclaimers
8.1 Mutual Warranties. Each Party represents that it has the authority to enter into this Agreement.
8.2 Platform Warranty. Previa warrants that the Services will perform materially as described in the Documentation during the subscription term.
8.3 Compliance. Previa represents it will comply with applicable laws in providing the Services.
8.4 Disclaimers. EXCEPT AS SET FORTH ABOVE, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS." PREVIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF AI-GENERATED CONTENT, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION. PREVIA DOES NOT WARRANT THAT CONFIDENCE SCORES, INSIGHTS, OR OTHER AI OUTPUT WILL BE ACCURATE, COMPLETE, OR PREDICTIVE OF MARKET OUTCOMES.
9. Term and Termination
9.1 Term. This Agreement remains in effect until all Orders have expired or been terminated. Each Order renews automatically for successive terms equal to the initial term unless either Party gives written notice of non-renewal at least thirty (30) days before expiration.
9.2 Termination. Either Party may terminate for uncured material breach (with a thirty-day cure period for non-payment, fifteen days for other breaches), insolvency, or bankruptcy.
9.3 Effect. Upon termination, Customer's right to use the Services ends. Previa will delete Customer Data within sixty (60) days, except as required by law or retained in backups.
9.4 Survival. Sections regarding restrictions, fees, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, and general terms survive termination.
10. Limitation of Liability
10.1 Waiver of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, TRADING LOSSES, OR DATA LOSS.
10.2 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Excluded Claims. The limitations in this Section do not apply to breaches of confidentiality obligations, indemnification obligations, or willful misconduct.
11. Indemnification
11.1 By Previa. Previa will defend Customer against claims that the Services infringe a third party's intellectual property rights and will indemnify Customer against resulting damages.
11.2 By Customer. Customer will defend Previa against claims arising from Customer Data, Customer's trading activities, misuse of the Services, or Customer's violation of applicable law.
11.3 Procedures. Indemnification is conditioned on prompt notice, control of defense by the indemnifying party, and reasonable cooperation.
12. Confidentiality
Each Party will keep the other's Confidential Information confidential and use it only as permitted under this Agreement. Confidential Information does not include information that is publicly available, lawfully known prior to disclosure, independently developed, or obtained lawfully from third parties.
13. General Terms
- Assignment. Neither Party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. Venue is the state and federal courts located in Delaware.
- Notices. Notices must be in writing and sent to the addresses specified in the Order.
- Entire Agreement. This Agreement and all Orders constitute the entire agreement between the Parties.
- Force Majeure. Neither Party is liable for delays due to causes beyond its reasonable control.
- Independent Contractors. The Parties are independent contractors.
- Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
- Order of Precedence. In case of conflict: Order > this Agreement.
14. Contact
Previa Inc. Email: legal@previa.app Website: previa.app