PRIZM Terms of Service

These Terms of Service ("Terms") govern access to and use of the PRIZM industrial connectivity, monitoring, analytics, and automation services provided by NEXTWAVE. Please read them before creating an account, subscribing, connecting equipment, or using PRIZM. By accepting these Terms through an account registration or checkout process, executing an order that references them, or using the Services after being given notice of these Terms, you agree to them on behalf of the organization you represent. If you act for an organization, you represent that you have authority to bind it.

Business use. PRIZM is offered primarily for business and professional use. These Terms do not eliminate protections that mandatory law gives to anyone who legally qualifies as a consumer. If you do not agree to these Terms, do not use the Services.

1.1. Services means the PRIZM-hosted dashboard and cloud services, device connectivity features, firmware, APIs, alerts, data-processing features, documentation, and optional analytics or automation functionality made available by NEXTWAVE under a subscription or order. Physical gateway devices, connectivity cards, and other hardware are referred to as Hardware; Hardware sales and warranties may be subject to separate terms disclosed at purchase.

1.2. Customer ("you" or "your") means the entity or person entering into these Terms, including a customer using a free plan or placing an order online. Authorized Users are people the Customer permits to use its account. Customer Data means data, configurations, files, machine telemetry, and other content submitted to or collected through the Services on the Customer's behalf, excluding NEXTWAVE's software and aggregated or de-identified operational metrics that do not identify the Customer or an individual.

1.3. Order means an order form, signed proposal, online checkout, subscription selection, or other mutually accepted purchase record identifying a plan, term, fees, device limits, retention period, or other service specifications. DPA means a data processing agreement entered into by the parties when required for personal data processed on the Customer's behalf. SLA means any separately agreed service level agreement.

1.4. The following order of precedence applies only to an actual conflict: (a) a mutually signed master or enterprise agreement that expressly governs the Services; (b) a DPA, solely for matters involving personal data processing; (c) an applicable signed Order or SLA, solely for its covered subject matter; and (d) these Terms. A signed agreement may specify a different order of precedence. The Privacy Policy explains NEXTWAVE's handling of personal information but is not an SLA or warranty.

2.1. You must provide accurate registration, billing, and contact information and keep it current. You are responsible for activity under your accounts, safeguarding credentials, assigning appropriate access permissions, and promptly notifying us of suspected unauthorized access. Where available, use multifactor authentication and other security controls appropriate to your deployment.

2.2. Subject to payment of applicable fees and compliance with these Terms, NEXTWAVE grants you a limited, non-exclusive, non-transferable license during your subscription to access and use the Services for your internal business operations, and to use supplied firmware solely with authorized PRIZM-compatible equipment. Authorized Users may exercise these rights on your behalf.

2.3. NEXTWAVE and its licensors retain all rights in the Services, software, firmware, documentation, trademarks, and related intellectual property. No intellectual property is transferred except for the express licenses in these Terms. You retain ownership of Customer Data.

2.4. You must not: reverse engineer or circumvent technical restrictions except where mandatory law permits; resell or sublicense the Services without authorization; interfere with platform availability or security; use the Services for unlawful surveillance or collection of data; upload malicious code; access another customer's systems or data; or exceed documented rate, message, or usage limits in a manner that degrades the Services.

2.5. You are responsible for your equipment, sensors, source-system permissions, network connections, personnel, Customer Data, device deployment, and any third-party systems you connect. You must use the Services in compliance with applicable laws, including privacy, communications, industrial safety, export control, and cybersecurity requirements.

3.1. Ownership and permitted processing. You retain ownership of Customer Data. You grant NEXTWAVE and its authorized service providers a limited right to receive, host, transmit, analyze, back up, and otherwise process Customer Data only as needed to provide, maintain, support, secure, and improve the contracted Services, to comply with law, or as otherwise authorized by you. We do not acquire ownership of Customer Data.

3.2. Data instructions. You are responsible for determining what your devices and systems send to PRIZM and for having the rights and legal grounds needed to collect and submit that data. Industrial telemetry is often non-personal, but machine logs, operator identifiers, account details, geolocation, and screen captures may become personal data when linked to an identifiable person. If NEXTWAVE processes personal data on your behalf and applicable law requires additional contractual terms, the parties must enter into an appropriate DPA before that processing.

3.3. Retention by plan. Historical Customer Data is stored for the retention period specified in the applicable plan, subscription settings, Order, or SLA. Retention periods and storage limits can differ by plan. Data older than the applicable period may be automatically overwritten or deleted, including while an account remains active. Published plan limits are available at https://prizm.io/software/cloud/pricing. A signed Order controls if it specifies a different retention period. Unless separately contracted, PRIZM is not an archival or permanent-backup service.

3.4. Export and termination. You should export Customer Data you need before its applicable retention period expires and before your subscription ends. Following termination, you may request an export of Customer Data that is still retained and reasonably retrievable within thirty (30) days after termination; this does not restore data already deleted under the applicable plan. We may require reasonable verification and may charge a disclosed fee for extraordinary export assistance. After that period, we may delete remaining Customer Data from active systems, subject to legal retention requirements and routine backup lifecycles. Backup copies are deleted or overwritten according to our applicable backup schedule. We do not promise indefinite retention after termination.

3.5. Hosting and transfers. Our standard hosted deployment uses infrastructure in the Republic of Korea, unless an Order identifies another location. The Services may involve third-party infrastructure or support services in other countries as disclosed in our Privacy Policy or agreed in a DPA. If you configure webhooks, APIs, integrations, or other transfers to destinations you select, you are responsible for the legality and security of those destinations and instructions. NEXTWAVE remains responsible for transfers it initiates in accordance with applicable law and its contractual obligations.

3.6. Legal data rights. Nothing in these Terms restricts data access, sharing, portability, or other rights that cannot lawfully be waived, including applicable rules concerning connected products and related services.

4.1. Scope of availability. For paid subscriptions, unless an Order or SLA provides otherwise, NEXTWAVE aims to make the core hosted Online Platform available at least 99% of each calendar month, measured at our service endpoints using a reasonable and consistently applied monitoring method. This commitment is for accessibility of the core hosted platform, not guaranteed delivery of every data point, alert, command, API call, or individual device connection. Free, trial, or evaluation Services are provided without an uptime commitment unless expressly stated otherwise.

4.2. Exclusions. Unavailability caused by scheduled maintenance notified reasonably in advance; Customer equipment, configurations, or misuse; power, internet, cellular, carrier, or local-network failures outside our reasonable control; third-party systems that are not part of our managed hosted platform; or force majeure is excluded from the calculation to the extent the cause is not attributable to NEXTWAVE's failure to exercise reasonable care. We may conduct emergency maintenance when reasonably necessary for security, integrity, or stability and will provide notice when practicable.

4.3. Service credit. If an eligible paid Online Platform subscription falls below the 99% monthly availability commitment, you may request a credit equal to ten percent (10%) of the recurring Online Platform fee for the affected subscription for that month. Submit the request with relevant details within thirty (30) days after the end of the affected month. Credits are applied to future subscription fees, are not cash refunds, exclude Hardware, connectivity, taxes, and professional-service charges, and cannot exceed the affected month's Online Platform fee. A separate SLA may specify different remedies.

4.4. To the extent permitted by law, the service credit in Section 4.3 is your sole contractual remedy for NEXTWAVE's failure to meet the specific availability percentage in Section 4.1. This does not exclude remedies for independent breaches of confidentiality, personal data protection, or other obligations that cannot legally be limited.

4.5. NEXTWAVE may apply reasonable usage and security limits, including limits on connected devices, messages, computing resources, API requests, or stored data, in accordance with your plan. Where practicable we will give notice before imposing a new material limit, except where urgent action is needed to prevent misuse or harm.

5.1. PRIZM provides industrial connectivity, monitoring, visualization, analytics, notifications, and configurable control functions. Unless a separate written agreement expressly says otherwise and identifies applicable certifications, PRIZM is not sold as a certified safety instrumented system, emergency shutoff system, or sole protective control for personnel, machinery, batteries, or critical infrastructure.

5.2. You are responsible for assessing whether the Services are appropriate for your equipment and use case, obtaining required approvals, configuring alerts and commands, testing their operation, and maintaining independent safety interlocks, protective controls, local fail-safe mechanisms, and business continuity procedures appropriate to the risks of your operations. Do not rely solely on a cloud connection, PRIZM notification, dashboard value, or AI output to prevent injury, equipment damage, environmental harm, or operational disruption.

5.3. Data readings, predictions, location estimates, alerts, and automated actions may be delayed, incomplete, inaccurate, or unavailable due to sensors, firmware, integrations, configuration, internet or cellular networks, service incidents, or other causes. Customer-authorized commands can affect physical systems. You must review, authorize, test, and supervise automation and remote control in a manner suitable for the equipment involved.

5.4. NEXTWAVE does not guarantee that PRIZM will detect or prevent every fault, thermal event, outage, security incident, or equipment failure, or that an alert will reach its intended recipient within any particular time, unless a signed agreement expressly provides that guarantee. These provisions do not disclaim any duty or liability that cannot legally be excluded.

6.1. AI-assisted analytics, recommendations, summaries, or natural-language outputs are decision-support features and may contain errors. You must independently validate material outputs before using them for maintenance, safety, regulatory, financial, or equipment-control decisions.

6.2. Optional third-party AI integrations, if offered, may be subject to additional disclosures, contractual arrangements, or activation choices. NEXTWAVE will not use identifiable Customer Data to train general-purpose AI models without the Customer's affirmative authorization or a separate written agreement.

7.1. NEXTWAVE will maintain reasonable technical and organizational safeguards appropriate to the nature of the Services and information processed. No system or transmission method is completely secure. Each party will promptly notify the other of security issues requiring its cooperation, consistent with applicable law and any DPA. NEXTWAVE will provide notices of personal-data incidents as required by applicable law or the DPA.

7.2. NEXTWAVE's processing of personal information for its own account, billing, communications, and website purposes is described in its Privacy Policy at https://prizm.io/resources/privacy. Processing of Customer personal data on the Customer's behalf is governed by the applicable DPA, where required.

7.3. Each party must protect the other's non-public business, technical, pricing, and security information received in connection with the Services using reasonable care and use it only to perform the agreement. This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. Disclosure may be made to personnel, advisers, or service providers with a need to know and appropriate confidentiality duties, or as legally required after notice when lawful.

8.1. PRIZM may interoperate with third-party networks, sensors, gateways, cloud services, payment processors, and software. The availability and performance of services outside NEXTWAVE's reasonable control are not guaranteed. Your use of third-party products may be governed by separate third-party terms.

8.2. Hardware purchases, shipping, returns, and product warranties are governed by the written Hardware warranty, sale terms, or Order applicable to the purchase. Firmware is licensed, not sold, and may receive updates or security patches. You are responsible for testing compatibility with your equipment and implementing updates in accordance with our instructions and applicable safety requirements.

9.1. Fees, allowances, billing intervals, and subscription periods are as stated at checkout, in the plan, or in the Order. Payments may be collected through Stripe or by invoice. Unless otherwise stated, prices exclude applicable taxes and government charges. You authorize recurring charges for automatically renewing subscriptions when you select such an option.

9.2. Unless an Order says otherwise, a subscription renews for successive periods equal to the selected billing period until canceled. You may cancel through your account or by contacting NEXTWAVE. Cancellation stops the next renewal; access continues through the current paid term unless terminated earlier for cause. Amounts already paid are non-refundable except where these Terms, a signed agreement, or mandatory law require otherwise.

9.3. If payment fails or is overdue, we may suspend the affected paid Services after reasonable notice and an opportunity to cure, unless delay would expose NEXTWAVE to fraud or material security risk. Suspension does not extinguish amounts properly owed. Changes to recurring prices will be communicated in advance and generally take effect at the next renewal, subject to applicable law and signed commitments.

10.1. NEXTWAVE may temporarily suspend access as reasonably necessary to address a security threat, unlawful activity, material misuse, or an overdue undisputed payment. Where practicable, we will give notice and restore access once the cause is resolved.

10.2. Either party may terminate for the other's material breach if the breach remains uncured thirty (30) days after written notice describing it, except where the breach cannot reasonably be cured or urgent termination is legally necessary. NEXTWAVE may discontinue a generally available product or terminate an ongoing subscription for convenience on at least ninety (90) days' written notice. If NEXTWAVE terminates a prepaid subscription solely for its convenience, we will refund the unused prepaid Online Platform fees for the period following termination.

10.3. Termination does not affect accrued payment obligations or provisions intended to survive, including ownership, confidentiality, data-handling duties, liability limitations, and dispute provisions. Data export and deletion are governed by Section 3.4 and any DPA or signed agreement.

10.4. NEXTWAVE may improve, modify, or retire features. We will use reasonable efforts to provide advance notice of changes that materially reduce core paid functionality during an existing subscription term, except where needed urgently for security, legal compliance, or system integrity. Any separately contracted functionality remains subject to the applicable signed agreement.

11.1. NEXTWAVE will provide the paid Services with reasonable skill and care and in material accordance with the applicable documentation, subject to the express commitments in the applicable Order or SLA.

11.2. Except for express promises in these Terms or a signed agreement, and to the maximum extent permitted by law, the Services are provided without other warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy of analytics, or achievement of any business, operational, or safety outcome. No statement in this Section limits rights or remedies that cannot legally be excluded.

12.1. Excluded losses. To the maximum extent permitted by applicable law, NEXTWAVE will not be liable for indirect, incidental, special, exemplary, punitive, or consequential losses, or for lost profits, lost revenue, lost production, interruption of business, loss of goodwill, or loss of anticipated savings, whether the claim arises in contract, tort, statute, or otherwise, even if advised that such losses were possible. This exclusion applies to claims associated with outages, delayed or missed notifications, loss of connectivity, inaccurate telemetry, automation or AI outputs, and loss of Customer Data, except to the extent such an exclusion is prohibited by law.

12.2. Aggregate cap. To the maximum extent permitted by law, NEXTWAVE's total aggregate liability arising from or relating to the Services and these Terms will not exceed the fees paid by the Customer for the affected Services during the twelve (12) months immediately preceding the first event giving rise to the claim. If no fees were paid for the affected Services, the aggregate cap is USD 100, or any greater minimum amount required by applicable law. An applicable signed enterprise agreement may specify a different cap.

12.3. Mandatory exceptions. Nothing in these Terms excludes or limits liability for fraud, intentional misconduct, gross negligence, death or personal injury to the extent liability cannot lawfully be limited, or any other liability that mandatory law prohibits excluding or limiting. Nothing limits the Customer's obligation to pay undisputed fees properly due.

12.4. These limitations reflect the allocation of risk and pricing of the Services and apply regardless of the legal theory asserted, subject always to applicable mandatory law. They do not excuse NEXTWAVE from performing its express contractual obligations.

13.1. To the extent permitted by law, you will defend and indemnify NEXTWAVE against third-party claims, judgments, and reasonable external legal costs arising from: (a) Customer Data or instructions that infringe third-party rights or violate law; (b) your unauthorized, unlawful, or materially non-compliant use of the Services; or (c) your unsafe integration, modification, or operation of connected equipment, to the extent attributable to your acts or omissions. You will not be required to indemnify NEXTWAVE to the extent a claim results from NEXTWAVE's own breach, negligence, or misconduct.

13.2. NEXTWAVE will promptly notify you of a claim, permit you to control the defense with qualified counsel, and provide reasonable cooperation at your expense. No settlement may impose an admission, non-monetary obligation, or liability on NEXTWAVE without its prior written consent, not to be unreasonably withheld.

NEXTWAVE will not publicly use your company name, logo, production information, or case study as an endorsement or customer reference without your prior written approval. General statements about market segments and anonymized deployments that do not identify you may be used, subject to confidentiality and applicable law.

We may modify these Terms on at least sixty (60) days' prior notice of material changes, by email, dashboard notice, or another reasonable direct communication method. Changes needed urgently for security, law, or to prevent harm may take effect sooner with notice as reasonably practicable. Changes do not override conflicting terms in an effective signed agreement. If a material adverse change applies to an existing prepaid subscription and you reject it before its effective date, you may terminate the affected subscription and receive a pro rata refund of prepaid Online Platform fees for the unused period, unless the change is legally required. Continued use after the effective date constitutes acceptance to the extent permitted by law.

16.1. Force majeure. Neither party is responsible for delay or failure caused by events beyond its reasonable control, excluding payment obligations, provided it uses reasonable efforts to mitigate the impact and resume performance. A party may not invoke this clause to excuse failures caused by its own lack of reasonable safeguards.

16.2. Assignment. You may not assign this agreement without NEXTWAVE's prior written consent, not unreasonably withheld. NEXTWAVE may assign it in connection with a merger, reorganization, acquisition, or sale of substantially all related assets, provided the assignee assumes the relevant obligations and the assignment does not materially reduce your contractual protections.

16.3. Severability and waiver. If a provision is unenforceable, the remaining provisions remain effective to the fullest extent permitted by law. Failure to enforce a provision is not a waiver. Contract notices may be given electronically through the account contact or other agreed channel. Electronic acceptance and signatures may be used where permitted by law.

16.4. Governing law and forum. These Terms are governed by the laws of the Republic of Korea, excluding non-mandatory conflict-of-laws rules. Unless mandatory law or a signed agreement requires otherwise, disputes shall be brought before the competent courts in the Republic of Korea. This provision does not prevent applications for urgent injunctive relief in a court of competent jurisdiction.

16.5. Contact. Questions about these Terms or contractual notices may be submitted through https://prizm.io/contact-us or another contact address specified in your Order.