Prograde Terms of Use

1. Eligibility

You must be at least 18 years old, or the age at which you may enter into a legally binding agreement in your jurisdiction, to create an individual account or purchase Services.

A person below that age may use the Services only through an authorized educational or organizational account and with any consent required from a parent, guardian, school, or other responsible institution.

You may not use the Services if applicable law prohibits you from receiving them.

2. Changes to These Terms

We may update these Terms periodically to reflect changes to the Services, our business practices, or applicable law.

When reasonably possible, we will provide advance notice of material changes through the Services, by email, or through another appropriate method. The updated Terms will state their effective date.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms, except where applicable law requires a different form of consent.

3. The Services

Prograde provides software and services intended to support space mission analysis, astrodynamics, mission design, orbital assessment, space-object awareness, technical evaluation, visualization, education, research, and related activities.

Features may include, depending on the applicable product or subscription:

• Searching, filtering, and reviewing spacecraft or orbital data;
• Performing orbital calculations, simulations, propagation, or assessments;
• Generating charts, visualizations, recommendations, summaries, or reports;
• Accessing educational or explanatory content;
• Saving projects, inputs, configurations, or results;
• Downloading generated reports;
• Receiving technical or strategic consulting services; and
• Accessing experimental, preview, beta, or free tools.

The availability and functionality of individual Services may vary by country, subscription level, customer agreement, technical environment, or other factors.

We may add, modify, suspend, or discontinue any feature or Service. When reasonably practicable, we will provide advance notice if a change materially reduces the core functionality of a paid Service during an active subscription period.

4. Accounts

Some Services require an account.

You agree to provide accurate and complete account information and to keep that information current. You are responsible for:

• Maintaining the confidentiality of your login credentials;
• All activity occurring through your account;
• Using reasonable security practices;
• Promptly notifying us of suspected unauthorized access; and
• Ensuring that anyone using your organizational account complies with these Terms.

You may not share individual account credentials with unauthorized users or use another person’s account without permission.

We may suspend access when we reasonably believe that an account has been compromised, is being used unlawfully, or presents a security risk.

If your account is created or managed by an organization, that organization may have administrative access to the account and may be able to control, access, export, restrict, or delete information associated with it.

5. Subscriptions, Fees, and Payment

Certain Services may be offered through free access, a one-time purchase, a recurring subscription, a usage-based plan, or a separate commercial agreement.

Prices, included features, usage limits, billing intervals, and other purchasing terms will be shown when you purchase the applicable Service or stated in an order form, proposal, or statement of work.

You authorize Prograde and its payment processor to charge the payment method you provide for all applicable fees, taxes, and authorized renewals.

Unless otherwise stated at the time of purchase:

• Subscription fees are charged in advance.
• Subscriptions automatically renew for successive periods of the same length.
• You may cancel future renewal through your account or by contacting us.
• Cancellation takes effect at the end of the current paid billing period.
• Fees already paid are nonrefundable, except where required by law or expressly stated otherwise.

We may change subscription prices. Price changes will ordinarily apply at the beginning of the next renewal period, and we will provide any notice required by applicable law.

You are responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on Prograde’s net income.

Failure to pay amounts when due may result in suspension or termination of access.

6. Free Services and Trials

We may offer free Services, demonstrations, promotional access, or trial periods.

Free and trial Services may:

• Have reduced features or usage limits;
• Be modified or discontinued without compensation;
• Be offered without service-level commitments;
• Produce results that differ from paid versions; and
• Be intended primarily for evaluation, education, demonstration, or early-stage analysis.

Unless we state otherwise in writing, free access does not guarantee continued availability or future eligibility for the same features.

7. Consulting Services

Consulting services may be governed by a proposal, engagement letter, order form, statement of work, or other written agreement (“Statement of Work”).

A Statement of Work may specify:

• Scope and objectives;
• Meetings and deliverables;
• Fees and payment schedule;
• Customer responsibilities;
• Confidentiality obligations;
• Intellectual-property rights;
• Cancellation or rescheduling terms; and
• Project-specific assumptions or limitations.

If a Statement of Work conflicts with these Terms, the Statement of Work controls for that consulting engagement.

Unless expressly agreed otherwise, consulting conclusions and recommendations are based on the information, assumptions, constraints, and time available during the engagement. You remain responsible for independently evaluating and implementing any decision, design, strategy, analysis, or recommendation.

Prograde does not guarantee that consulting services will produce funding, regulatory approval, technical success, customer adoption, commercial success, or any other particular outcome.

8. License to Use the Software

Subject to these Terms and payment of applicable fees, Prograde grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for your internal business, educational, research, or personal purposes.

This license does not transfer ownership of the Services or any Prograde intellectual property.

Unless expressly permitted by Prograde in writing, you may not:

• Sell, rent, lease, sublicense, distribute, or commercially provide access to the Services;
• Copy or reproduce substantial portions of the Services;
• Modify, translate, or create derivative works from the Services;
• Reverse engineer, decompile, disassemble, or attempt to discover source code, models, algorithms, or nonpublic methods;
• Circumvent usage limits, security controls, authentication systems, or access restrictions;
• Use automated means to scrape, harvest, or extract substantial amounts of data;
• Conduct security testing without prior written authorization;
• Remove copyright, trademark, attribution, or proprietary notices;
• Use the Services to build or train a directly competing product through systematic extraction or replication;
• Misrepresent outputs as independently verified or certified by Prograde; or
• Allow unauthorized third parties to use your account or subscription.

These restrictions apply only to the extent permitted by applicable law.

9. Acceptable Use

You may not use the Services:

• In violation of any applicable law or regulation;
• To infringe intellectual-property, privacy, contractual, or other rights;
• To upload malware or interfere with the integrity or availability of the Services;
• To obtain unauthorized access to systems, accounts, networks, or data;
• To mislead, defraud, harass, threaten, or harm another person;
• To submit information you are not authorized to use or disclose;
• For prohibited end uses, prohibited end users, or restricted destinations under applicable export-control or sanctions laws;
• To evade legal, regulatory, licensing, or safety requirements; or
• In a manner that creates unreasonable technical, legal, operational, or security risks.

We may investigate suspected violations and may restrict or terminate access when reasonably necessary to protect Prograde, users, third parties, or the public.

10. Aerospace and Engineering Disclaimer

The Services are intended to support analysis and decision-making. They do not replace qualified engineering judgment, independent verification, operational procedures, regulatory review, or mission-specific validation.

Unless expressly stated in a signed written agreement, the Services are not certified, qualified, validated, or approved for:

• Human spaceflight or crew-safety decisions;
• Autonomous spacecraft or launch-vehicle control;
• Real-time collision-avoidance maneuver commands;
• Launch, flight, or mission-critical operations;
• Emergency response;
• Space traffic coordination or regulatory compliance;
• Safety-of-life applications;
• Military targeting or weapons operation; or
• Any application in which an error could reasonably result in death, personal injury, significant property damage, environmental harm, or loss of a mission.

You must independently verify all inputs, assumptions, calculations, outputs, recommendations, and reports before relying on them.

You are solely responsible for determining whether the Services are appropriate for your specific mission, use case, technical environment, regulatory obligations, and risk tolerance.

11. Data Accuracy and Third-Party Sources

The Services may use or reference data obtained from public catalogs, government sources, academic sources, third-party databases, application programming interfaces, orbital element sets, customer inputs, or other external sources.

Such data may be delayed, incomplete, inaccurate, outdated, estimated, reconstructed, or subject to revision.

Prograde does not control third-party data sources and does not guarantee:

• Continuous access to those sources;
• The accuracy, currency, completeness, or suitability of third-party data;
• That an object, event, maneuver, status, or orbital condition is represented correctly;
• That calculated or propagated results correspond exactly to real-world conditions; or
• That the Services identify every relevant risk, object, constraint, or event.

You are responsible for evaluating the provenance, freshness, uncertainty, and suitability of data used for important decisions.

12. User Inputs and Customer Content

“Customer Content” means information, files, datasets, orbital parameters, project details, text, feedback, or other materials that you submit to the Services.

You retain ownership of your Customer Content.

You grant Prograde a limited, worldwide license to host, copy, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to:

• Provide and maintain the Services;
• Generate requested analyses or reports;
• Prevent fraud, abuse, or security incidents;
• Provide customer support;
• Comply with law; and
• Perform other activities described in our Privacy Policy or an applicable customer agreement.

You represent that you have all rights and permissions necessary to provide Customer Content to Prograde.

Do not submit classified information, export-controlled technical data, protected health information, highly sensitive personal information, third-party confidential information, or other specially regulated data unless Prograde has expressly agreed in writing to receive and handle it.

We may use information that has been aggregated or deidentified so that it does not reasonably identify you or your organization, subject to applicable law.

13. Generated Outputs

You may use outputs generated for you through the Services for your internal business, educational, research, or personal purposes, subject to these Terms and any applicable subscription limitations.

Outputs may include errors or may reflect incorrect, incomplete, or outdated inputs. Generated reports and recommendations do not constitute certification, regulatory approval, a professional engineering seal, or a guarantee of mission performance.

You may not falsely represent that:

• Prograde has independently verified your mission or design;
• Prograde endorses your organization, product, or conclusions;
• A generated result is an official government or regulatory determination; or
• An output is more accurate or authoritative than its underlying assumptions and data support.

14. Intellectual Property

The Services—including software, source code, object code, interfaces, designs, text, graphics, methodologies, models, calculations, documentation, trademarks, logos, and other content—are owned by Prograde or its licensors and are protected by applicable intellectual-property laws.

Except for the limited rights expressly granted in these Terms, Prograde and its licensors reserve all rights in the Services.

“Prograde,” “Prograde Space,” associated logos, and related product names are trademarks or service marks of Prograde Space LLC. You may not use them in a manner that suggests sponsorship, endorsement, or affiliation without written permission.

15. Consulting Deliverables and Preexisting Materials

Unless a Statement of Work says otherwise:

• You retain ownership of materials you provide to Prograde.
• Prograde retains ownership of its preexisting software, templates, tools, models, methods, processes, know-how, and reusable materials.
• After full payment, you may use consulting deliverables prepared specifically for you for your internal business purposes.
• Any Prograde preexisting material incorporated into a deliverable is licensed, not sold.
• General knowledge, skills, experience, and non-confidential concepts retained by Prograde personnel may be used in other work.

No ownership of Prograde software or underlying analytical methods transfers through a consulting engagement unless expressly stated in a signed agreement.

16. Feedback

You may provide suggestions, ideas, requests, or other feedback about the Services.

You grant Prograde a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation, provided that we do not publicly identify you as its source without permission.

17. Third-Party Services and Links

The Services may integrate with or link to third-party websites, software, payment processors, authentication providers, data providers, or other services.

Third-party services are governed by their own terms and privacy practices. Prograde is not responsible for third-party services, content, security, availability, or conduct.

Your use of a third-party service may require a separate account or agreement with that provider.

18. Beta and Experimental Features

Features labeled beta, preview, experimental, early access, demonstration, or similar are provided for testing and evaluation.

They may be incomplete, inaccurate, unstable, changed without notice, or discontinued. You should not rely on beta features for mission-critical or production decisions.

19. Confidentiality

Confidentiality obligations for a consulting engagement, enterprise subscription, or other commercial relationship must be stated in an applicable written agreement, nondisclosure agreement, or Statement of Work.

Our handling of personal information is described in the Privacy Policy.

20. Service Availability

We aim to provide reliable Services, but we do not guarantee uninterrupted, error-free, or secure operation.

The Services may be unavailable because of maintenance, updates, provider outages, cybersecurity incidents, network failures, force majeure events, changes in third-party data sources, or other circumstances.

Unless stated in a separate written service-level agreement, no uptime or response-time commitment applies.

21. Suspension and Termination

You may stop using the Services at any time. You may request account deletion as described in the Privacy Policy, subject to legal, contractual, and technical retention requirements.

We may suspend or terminate your access if:

• You materially violate these Terms;
• Payment is overdue;
• Your use creates a legal, security, or operational risk;
• We are required to do so by law;
• We discontinue the applicable Service; or
• Continued access could harm Prograde, another user, or a third party.

Where reasonably appropriate, we will provide notice and an opportunity to correct the issue.

Upon termination, your right to use the Services ends. Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, payment obligations, disclaimers, liability limitations, indemnification, and disputes.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

PROGRADE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND RESULTS.

PROGRADE DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• DATA OR RESULTS WILL BE COMPLETE, CURRENT, OR ACCURATE;
• DEFECTS WILL BE CORRECTED;
• THE SERVICES WILL SATISFY YOUR REQUIREMENTS;
• OUTPUTS WILL BE APPROPRIATE FOR A PARTICULAR MISSION OR DECISION; OR
• USE OF THE SERVICES WILL PRODUCE A PARTICULAR TECHNICAL, COMMERCIAL, REGULATORY, OR OPERATIONAL OUTCOME.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, these exclusions apply only to the extent permitted by law.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROGRADE AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS.

THIS EXCLUSION INCLUDES DAMAGES ARISING FROM:

• USE OF OR INABILITY TO USE THE SERVICES;
• ERRORS IN INPUTS, DATA, CALCULATIONS, MODELS, OUTPUTS, OR RECOMMENDATIONS;
• RELIANCE ON GENERATED REPORTS;
• LOSS OR FAILURE OF A SPACECRAFT, MISSION, PAYLOAD, LAUNCH, COMMUNICATION LINK, OR BUSINESS OPPORTUNITY;
• UNAUTHORIZED ACCESS TO AN ACCOUNT;
• SERVICE INTERRUPTIONS; OR
• THIRD-PARTY SERVICES OR DATA SOURCES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROGRADE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID PROGRADE FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
• $100.

These limitations apply regardless of the legal theory and even if Prograde was advised that damages were possible.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for fraud, willful misconduct, or other liability that applicable law requires to remain available.

24. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Prograde and its members, managers, employees, contractors, affiliates, and licensors from claims, losses, liabilities, damages, judgments, penalties, and reasonable legal expenses arising from:

• Your unlawful use of the Services;
• Your material violation of these Terms;
• Customer Content you submit;
• Your infringement of a third party’s rights;
• Your violation of export-control, sanctions, privacy, or other applicable laws; or
• Your use of outputs in a mission-critical or prohibited application contrary to these Terms.

This obligation does not apply to the extent a claim results from Prograde’s own unlawful conduct.

25. Export Controls and Sanctions

The Services may be subject to United States export-control and economic-sanctions laws.

You represent that:

• You are not located in, ordinarily resident in, or organized under the laws of a territory where providing the Services is prohibited;
• You are not identified on an applicable restricted-party or sanctions list;
• You will not provide access to a prohibited person or entity; and
• You will not use the Services for a prohibited end use.

You are responsible for determining whether your Customer Content, technical information, intended use, users, or destination requires governmental authorization.

Prograde may restrict access, request compliance information, reject transactions, or suspend an account when reasonably necessary to comply with export-control or sanctions obligations.

26. Governing Law and Disputes

These Terms are governed by the laws of the State of Arizona, United States, without regard to conflict-of-law principles.

Subject to any mandatory rights available under your local law, disputes arising from or relating to these Terms or the Services will be brought in the state or federal courts located in Yavapai County, Arizona, and each party consents to their jurisdiction.

Before filing a formal legal claim, the parties agree to attempt in good faith to resolve the dispute by sending written notice describing the issue and requested resolution. Notices to Prograde should be sent to legal@progradespace.com.

Nothing in this section prevents either party from seeking urgent injunctive relief, bringing an eligible claim in small-claims court, or exercising a nonwaivable consumer right.

If you are a consumer residing outside the United States, you may have mandatory rights to bring a claim in your country of residence. These Terms do not waive rights that cannot legally be waived.

27. General Provisions