Terms and Conditions
Effective Date: April 17, 2026
These Prefect Terms and Conditions (the "Agreement") are made between Prefect Technologies, Inc. ("Prefect") and the client ("Client") identified below. The Agreement consists of these Terms and Conditions, each order form executed or accepted electronically by Prefect and Client that references these Terms and Conditions (each, an "Order Form") and each exhibit and other document incorporated herein. In the event of any direct conflict between these Terms and Conditions and an Order Form, the terms of the Order Form shall govern. Each Order Form constitutes a separate and independent Agreement applicable solely to the Software Product(s) identified therein, unless expressly stated otherwise in such Order Form.
1. DEFINITIONS
As used in this Agreement, the definitions below shall apply. Definitions for other defined terms are set forth elsewhere in this Agreement.
1.1 "Affiliate" means with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities.
1.2 "Client Data" means all data, information, files or other materials and content that Client makes available to Prefect in connection with Client's use of the Software Services.
1.3 "Documentation" means the publicly available documentation relating to the Software Services, as updated by Prefect from time to time.
1.4 "Intellectual Property Rights" means all current and future worldwide intellectual property rights, including without limitation, all patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection, and all applications and registrations for any of the foregoing.
1.5 "Professional Services" means consulting services provided to Client by Prefect pursuant to this Agreement (if any), as described in an applicable Order Form.
1.6 "Services" means the access to the Software Services and Professional Services (if any) provided by Prefect in connection with this Agreement.
1.7 "Software Services" means to the access to Prefect's Cloud-hosted software applications, including, but not limited to, Prefect Cloud and Prefect Horizon, as applicable.
1.8 "Term" means the Initial Term (defined below), together with any Renewal Term(s) (defined below).
1.9 "Users" means employees and agents of Client, or any individuals otherwise authorized by Client, that have been designated or permitted by Client to access the Software Services on behalf of Client.
2. PREFECT SOFTWARE SERVICES
2.1 Prefect Software Services; License. Prefect will host and make the applicable Software Services set forth on the Order Form available to Client during the Term, subject to the terms and conditions of this Agreement. Client's access and usage of the Software Services may not exceed the number of Users, Workspaces, and/or other license entitlements designated by Prefect (as applicable) that are purchased by Client pursuant to this Agreement. Prefect grants Client a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted in this Agreement) right to access and use the Software Services and the Documentation during the Term, solely for Client's internal business purposes. Client may permit its Affiliates to use and access the Software Services and Documentation in accordance with this Agreement; provided that Client will be responsible for the compliance of all Affiliates with this Agreement. For the avoidance of doubt, the Software Services are available only on a hosted basis, and Client will not independently possess, run, or install the Software Services. Client may add additional Services during the Term by entering into an additional Order Form.