Terms of Service / Master Subscription Agreement
These Terms of Service (“Terms” or “Agreement”) are a binding contract between End Game Consulting, LLC, doing business as PRISM (“PRISM,” “we,” “us”), a Texas limited liability company located at 1061 Winnsboro Loop, Round Rock, TX 78664, and the organization that accesses or uses the PRISM Service (“Customer,” “you”). By signing an Order Form, clicking to accept, or accessing or using the Service, you agree to these Terms on behalf of your organization, and you represent that you are authorized to do so.
Plain-English summary (not a substitute for the Terms): PRISM is a revenue-intelligence platform that connects to your business systems and helps your team work pipeline, accounts, and renewals. What you pay, and how, is set in your Order Form — this may be a subscription fee, usage/token-based fees for AI, a bring-your-own-AI-key arrangement, or a free or beta arrangement where we offer one. You keep ownership of your data; we only process it to run the Service, and our Data Processing Addendum governs how we handle personal data.
1. Definitions
- “Service” means the PRISM Revenue Intelligence Operating System, including the web application at app.prismmode.co, related APIs, and any documentation we provide.
- “Order Form” means an ordering document or online registration that references these Terms and specifies the subscription, seats, term, and fees (if any).
- “Customer Data” means data, content, and information that you or your Authorized Users submit to, or that the Service generates on your behalf from, your connected source systems.
- “Authorized User” means an individual you authorize to use the Service under your account (for example, an employee or contractor).
- “AI Provider” means a third-party large language model provider (for example, Anthropic) used to generate intelligence outputs.
- “DPA” means the PRISM Data Processing Addendum, incorporated into this Agreement by reference.
2. The Service and your account
2.1 Access. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the term for your internal business purposes, up to the number of seats in your Order Form.
2.2 Accounts and security. Access is via Google single sign-on (SSO). You are responsible for your Authorized Users’ compliance with these Terms, for the accuracy of account information, and for maintaining the security of your SSO and connected accounts. Notify us promptly at info@prismmode.co of any unauthorized use.
2.3 Changes to the Service. We are actively developing the Service and may add, modify, or remove features. We will not materially degrade the core functionality of a paid subscription during its paid term without notice; beta features may change at any time (see Section 11).
3. AI usage and billing
3.1 How AI is provided. The Service uses an AI Provider to generate intelligence outputs. Your Order Form specifies which model applies to you:
- PRISM-provided AI — we provide access to the AI Provider, and your usage is billed on a usage/token basis as set out in your Order Form; or
- Bring-your-own-key (“BYO Key”) — you provide and connect your own AI Provider account or key, and you are responsible for your agreement with, and all charges from, your AI Provider for usage under your key.
In either case, you are responsible for usage incurred under your account, including by your Authorized Users.
3.2 AI outputs. AI-generated outputs (summaries, briefs, suggested actions, and similar) are decision-support, not professional advice or guaranteed-accurate statements of fact. Outputs can be incomplete or incorrect. You are responsible for reviewing outputs before relying on or acting on them, including before sending any communication or updating any system of record.
3.3 No training on your data. As set out in the DPA, your data is not used to train, fine-tune, or improve any machine-learning model, and AI inference is performed on a zero-data-retention basis.
4. Customer Data and data protection
4.1 Ownership. As between the parties, you own all Customer Data. You grant us a limited, non-exclusive license to host, process, transmit, display, and analyze Customer Data solely to provide, secure, support, and improve the Service for you, and as otherwise permitted in the DPA.
4.2 Data Processing Addendum. Our processing of personal data within Customer Data is governed by the DPA, which is incorporated into this Agreement. To the extent of any conflict regarding the processing of personal data, the DPA controls.
4.3 Your responsibility for your data. You represent that you have all rights, consents, and lawful bases needed to provide Customer Data to the Service and to authorize our processing of it. You are responsible for the accuracy and legality of Customer Data and for configuring access for your Authorized Users.
4.4 Prohibited data. You will not submit to the Service any payment card numbers, financial account numbers, Social Security numbers or other government-issued identifiers, or Protected Health Information (“PHI”) under HIPAA. The Service is not a HIPAA Business Associate service, and we are not your Business Associate.
5. Acceptable use
You will not, and will not permit any Authorized User or third party to:
- use the Service in violation of law or third-party rights, or to process data you are not authorized to process;
- send spam or unlawful communications, or use the Service to harass or harm others;
- reverse engineer, decompile, or attempt to access the source code of the Service, except as permitted by law;
- resell, sublicense, or provide the Service to third parties as a service bureau;
- introduce malware, attempt to gain unauthorized access, probe or breach security or authentication, or interfere with the integrity or performance of the Service;
- circumvent usage limits, seat counts, or access controls; or
- use the Service to build a competing product or to benchmark it for a competitor.
We may suspend access to address a material breach, security risk, or legal requirement, and will use reasonable efforts to give notice where practical.
6. Intellectual property
6.1 PRISM IP. We and our licensors own all rights in the Service, including its software, design, and documentation, and all related intellectual property. Except for the limited rights expressly granted, no rights are granted to you.
6.2 Feedback. If you give us suggestions or feedback, you grant us a perpetual, royalty-free, irrevocable license to use it without restriction or obligation to you.
6.3 Aggregated/anonymized data. We may create and use aggregated and de-identified data derived from operating the Service (data that does not identify you, any individual, or any Customer) to operate, improve, and analyze the Service. We will not use Customer Data to train machine-learning models (see Section 3.3).
7. Confidentiality
Each party may receive the other’s non-public information (“Confidential Information”). The receiving party will use it only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisors who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiver, independently developed, or rightfully received from a third party. Either party may disclose Confidential Information if legally compelled, giving reasonable notice where permitted.
8. Fees and payment
8.1 Fees. You will pay the fees stated in your Order Form. Fees may include (a) a recurring subscription fee (for example, per seat or per plan), (b) usage/token-based fees for AI and other metered usage, or (c) a combination. Where your Order Form designates the Service as free or beta, no platform subscription fee applies for the designated period; you remain responsible for any usage/token fees and for charges from your AI Provider and other third-party services you connect.
8.2 Billing and payment. Subscription fees are billed in advance and usage/token-based fees in arrears, unless your Order Form says otherwise. Undisputed fees are due within 30 days of the invoice date. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law, if lower), and we may suspend the Service for non-payment after reasonable notice.
8.3 Changes to fees. We may change fees for a future subscription term with reasonable advance notice; new fees apply only to terms beginning after that notice, and you may decline by not renewing. Usage/token rates are as stated in the then-current Order Form.
8.4 Taxes. Fees are exclusive of taxes, which are your responsibility except for taxes on our net income.
8.5 Non-cancelable. Except as expressly provided, fees are non-refundable and payment obligations are non-cancelable for the committed term in your Order Form.
9. Term and termination
9.1 Term. This Agreement begins on the Effective Date (or the date you first access the Service) and continues for the subscription term in your Order Form, and renews as stated there, until terminated as provided here. Where the Order Form designates the Service as free or beta, the term continues until terminated by either party under Section 9.2.
9.2 Termination for convenience. Where the Order Form designates the Service as free or beta, or does not specify a committed term, either party may terminate this Agreement at any time on written notice (email is sufficient). For a committed paid term, either party may terminate effective at the end of the then-current term on written notice given before it renews.
9.3 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice. We may suspend or terminate immediately for the conduct described in Section 5 or for non-payment of any applicable fees.
9.4 Effect of termination. On termination, your right to access the Service ends. We will return or delete Customer Data as set out in the DPA (generally within 90 days). Sections that by their nature should survive (including 4.1, 6, 7, 10, 11, 12, 13, and 15) survive termination.
10. Warranties and disclaimers
10.1 Mutual. Each party represents that it has the authority to enter into this Agreement.
10.2 DISCLAIMER. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRISM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE. EXCEPT FOR ANY SERVICE-LEVEL COMMITMENT EXPRESSLY STATED IN YOUR ORDER FORM, THE SERVICE IS PROVIDED WITHOUT ANY UPTIME OR SERVICE-LEVEL GUARANTEE.
11. Beta and early-access offerings
Where your Order Form designates the Service (or a feature) as beta, early access, preview, or free, you acknowledge it: may contain bugs, may change or be discontinued at any time, may have features added or removed without notice, and carries no uptime, support-response, or service-level guarantee, regardless of anything else in these Terms. We will use commercially reasonable efforts to safeguard Customer Data per the DPA at all times, beta or not.
12. Limitation of liability
12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO PRISM FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). (Where the Service is provided free of platform fees, the $100 floor applies. Fees you pay to your AI Provider under a BYO-Key arrangement are not fees paid to PRISM.)
12.2 Exclusion. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
12.3 Exceptions. The limits in 12.1 and 12.2 do not apply to a party’s breach of its confidentiality obligations, your breach of Sections 4.3, 4.4, or 5, your indemnification obligations, or liability that cannot be limited by law.
13. Indemnification
You will defend and indemnify PRISM against third-party claims, and resulting losses, arising from (a) Customer Data, including any claim that it infringes rights or was provided without required rights or consents; (b) your or your Authorized Users’ use of the Service in violation of these Terms or law; or (c) your breach of Section 4.4 (prohibited data). We will give you prompt notice and reasonable cooperation, and you will not settle any claim in a way that imposes obligations on us without our consent.
14. Publicity
We will not use your name or logo publicly without your prior consent, except that we may identify you as a customer in investor or sales materials shared under confidentiality. You may revoke this permission at any time by emailing info@prismmode.co.
15. General
- 15.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, except that either party may seek injunctive relief in any court of competent jurisdiction.
- 15.2 Order of precedence. In a conflict: (1) the DPA (for personal-data processing), (2) an executed Order Form, (3) these Terms.
- 15.3 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on written notice.
- 15.4 Notices. Notices to PRISM go to info@prismmode.co; notices to you go to the email associated with your account. Email notice is sufficient.
- 15.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- 15.6 Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.
- 15.7 Severability and waiver. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
- 15.8 Changes to these Terms. We may update these Terms; material changes will be posted with an updated date and, where appropriate, additional notice. Continued use after changes take effect constitutes acceptance.
- 15.9 Entire agreement. These Terms, together with the DPA and any Order Form, are the entire agreement between the parties and supersede prior agreements on this subject.
16. Contact
End Game Consulting, LLC (DBA PRISM)
1061 Winnsboro Loop, Round Rock, TX 78664, USA
info@prismmode.co