Terms of Service

These Terms of Service ("Terms") are an agreement between you and Prism Technologies Inc ("Prism," "we," "us," or "our"). They govern your access to Prism websites, dashboards, model inference APIs, documentation, and related products (collectively, the "Services").

You accept these Terms by creating an account, obtaining or using an API key, purchasing credits or a subscription, or otherwise accessing the Services. If you do not accept them, do not use the Services.

If you act for a company or another organization, you confirm that you have authority to accept these Terms for that organization. In that case, references to you include the organization.

Section 13 requires most disputes to be resolved by individual binding arbitration and includes a class-action waiver. Section 13 also explains how to opt out within 30 days.

Prism provides access to model inference for coding agents and other authorized applications through OpenAI-compatible Chat Completions, Anthropic-compatible Messages, and related API interfaces. Available models, context limits, throughput, compatibility, prices, and features may differ by model or plan.

We may add, change, deprecate, suspend, or discontinue models, endpoints, features, limits, and documentation. When reasonably practicable, we will provide advance notice of a material breaking change.

Some Services may be offered as previews, betas, or evaluations. Those Services may be incomplete, change without notice, and be subject to additional limits.

You must provide accurate account and billing information and keep it current. You are responsible for activity performed through your account and for protecting passwords, API keys, and other credentials.

You may not share credentials outside your organization, publish API keys, or bypass account or plan limits. Notify Prism promptly if you believe a credential has been exposed or used without authorization.

You may use the Services only if you can form a binding contract and are not barred from receiving them under applicable law.

Prism may offer free access, prepaid credits, recurring plans, usage-based charges, and custom enterprise pricing. Published prices exclude taxes unless stated otherwise. You authorize us and our billing providers to charge the payment method associated with your account for purchases, renewals, metered usage, and applicable taxes.

Usage may be measured by input tokens, output tokens, requests, model, or another unit identified at purchase. One Prism credit represents the amount shown on the pricing page, but the number of credits consumed can vary by model and operation.

Recurring plans renew for the same billing interval until canceled. You may cancel a renewal through available account controls or support, and cancellation takes effect at the end of the current paid period unless applicable law requires otherwise.

We may change generally available prices after reasonable advance notice. Custom order forms and enterprise agreements control pricing for the period specified in those documents.

Except when required by law or expressly stated in a written order, charges are final and non-refundable. This includes prepaid credits, subscription fees, metered usage, unused allowances, partial billing periods, accidental requests, and dissatisfaction with model output.

At our discretion, we may correct a verified billing error or issue Prism credits for an eligible service failure. A credit is not cash, has no cash value, and does not create a right to a refund.

You must report a disputed charge within 30 days after it appears on your invoice or account statement. This deadline does not limit rights that cannot legally be waived.

You retain any rights you hold in prompts, code, messages, files, and other material submitted to the Services ("Inputs"). As between you and Prism and to the extent permitted by law, you own the text, code, or other material generated for you by the Services ("Outputs").

You grant Prism a limited right to process Inputs solely to provide the requested inference and operate the Services. You represent that you have all permissions needed to submit Inputs and to direct their processing.

Prism applies zero data retention to API Inputs and Outputs. We process them transiently to fulfill each request, do not persist them after processing, and do not use them to train or improve models. Limited non-content metadata may be retained for authentication, metering, billing, security, abuse prevention, and reliability as described in our Privacy Policy.

Outputs may be incorrect, incomplete, insecure, or similar to results supplied to other users. You must review and test Outputs before relying on them, including for production code or consequential decisions. Prism does not guarantee that an Output is unique or that using it will avoid third-party claims.

You may not use the Services to violate law or another person's rights; create or distribute malware; facilitate phishing, credential theft, unauthorized intrusion, denial-of-service attacks, or other harmful cyber activity; generate unlawful or abusive material; or evade sanctions, export controls, rate limits, safety measures, or access restrictions.

You may not reverse engineer the Services to extract model weights or confidential technology, scrape or overload the Services, resell access without written authorization, use false account information, or use Inputs that you lack the right to provide.

We may reject requests or restrict, suspend, or terminate access when we reasonably believe use creates security, legal, financial, or operational risk or violates these Terms. Service metadata may be used for this purpose; zero data retention means Prism does not maintain API-content logs for later review.

Prism relies on third parties for infrastructure, networking, authentication, analytics, communications, billing, payments, and other operational functions. Their outages, restrictions, or changes may affect the Services.

The Services may link to third-party products or support integrations that you choose to use. Prism is not responsible for third-party products, and their own terms and privacy practices govern your direct relationship with them.

Unless a separate written agreement states otherwise, the Services have no guaranteed uptime, latency, throughput, model availability, support response time, or service credit. Requests may be delayed, rate-limited, rejected, or interrupted.

We may perform maintenance and make emergency changes when needed to protect or restore the Services. Any service-level commitment in an enterprise agreement applies only as described in that agreement.

You may stop using the Services and close your account at any time. We may suspend or terminate access for a material breach, nonpayment, legal requirement, security threat, suspected fraud, or use that creates material risk to Prism or others.

When access ends, your right to use the Services ends immediately. Accrued payment obligations and provisions that by their nature should continue—including ownership, disclaimers, liability limits, indemnity, dispute resolution, and general contract terms—survive.

Termination does not create a refund right. Prism has no retained API Inputs or Outputs to return after termination. We handle remaining account and billing records under the Privacy Policy.

To the fullest extent permitted by law, the Services are provided "as is" and "as available." Prism disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted availability.

Prism does not warrant that models or Outputs will be accurate, safe, complete, unique, or suitable for your use. You assume the risks of evaluating and using Outputs.

To the fullest extent permitted by law, Prism and its affiliates, officers, employees, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, business opportunities, or the cost of substitute services, even if advised that those damages were possible.

For free Services, Prism's total liability arising out of or relating to the Services or these Terms will not exceed the lesser of $500 or the amount you paid Prism during the 12 months before the event giving rise to the claim. For paid Services, the cap is the lesser of $10,000 or the amount you paid Prism during that 12-month period. A custom enterprise agreement may establish a different cap.

The exclusions and caps in this section apply across all claims and legal theories, to the maximum extent allowed by law. They do not limit liability that applicable law does not permit the parties to exclude or limit.

You will defend, indemnify, and hold harmless Prism and its affiliates, officers, employees, and suppliers from third-party claims, losses, and reasonable expenses arising from your Inputs, your use of the Services, or your violation of these Terms or applicable law.

Before starting arbitration, either party must give the other written notice describing the dispute and requested relief and allow 60 days for an informal resolution. Notices to Prism must be sent to founders@prismvideos.com with the subject line “Legal Dispute Notice.”

Except for a claim seeking injunctive relief or concerning intellectual-property infringement, any dispute arising from these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. Arbitration will take place in San Francisco, California, in English, unless the parties agree otherwise.

Disputes must be brought individually. You and Prism waive any right to have a dispute heard by a jury and any right to participate in a class, collective, consolidated, or representative action or arbitration.

You may reject this arbitration agreement by emailing founders@prismvideos.com within 30 days after you first accept these Terms. Your message must include your name, the email address associated with your Prism account, and an unambiguous statement that you opt out of arbitration. Opting out of arbitration does not affect the remaining Terms.

The Federal Arbitration Act governs the interpretation and enforcement of this section. Each party will bear its own legal costs unless applicable law or the arbitrator provides otherwise.

California law governs these Terms and disputes relating to them, without regard to conflict-of-law rules. For a dispute that is not subject to arbitration, the parties consent to the exclusive jurisdiction of state and federal courts located in San Francisco, California.

We may revise these Terms by posting an updated version. Material changes ordinarily take effect 30 days after posting and may also be announced by email or through the Services. Changes required by law or needed to address security risk may take effect sooner.

Using the Services after revised Terms take effect constitutes acceptance. An update to these online Terms does not amend a signed custom agreement.

You must comply with applicable export-control and sanctions laws. You represent that you are not located in a prohibited jurisdiction, identified on a restricted-party list, or using the Services for a prohibited end use.

These Terms, the Privacy Policy, and any applicable order form or signed agreement constitute the agreement between you and Prism concerning the Services. If a signed enterprise agreement conflicts with these Terms, the signed agreement controls to the extent of the conflict.

You may not assign these Terms without Prism's written consent. Prism may assign them in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified only as much as necessary and the remainder will continue in effect. Neither party is liable for delay caused by events beyond its reasonable control.

Questions about these Terms may be sent to founders@prismvideos.com or through Prism support.