Terms of Service

Last updated: April 1, 2026

Welcome, and thank you for your interest in Prizmi LLC ("Prizmi," "we," "us," or "our"), a Delaware limited liability company. These Terms of Service ("Terms") govern your access to and use of Prizmi's software, platform, APIs, desktop applications, messaging integrations, and related tools, including the website at prizmi.ai (collectively, the "Service"). By creating an account, installing our software, or otherwise using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

1. Description of Service

Prizmi is an AI-powered personal assistant that helps users accomplish everyday tasks. The Service consists of three main components:

• Cloud Platform: The web-based dashboard and AI agent that processes your requests, manages your account, and coordinates tasks across your devices.
• Desktop Applications: Software that you install on your computers (Windows, macOS, Linux) to allow the AI assistant to execute approved commands on your behalf, such as managing files, opening websites, and reading clipboard content.
• Messaging Integration: Connections to messaging applications on your phone or other devices, enabling you to communicate with the AI assistant through your preferred messaging platform.

The AI assistant can identify the appropriate device and skill to complete tasks, and can handle complex, multi-step requests. Tasks can be deferred and retried if a device is temporarily unreachable, and recurring tasks allow the assistant to act proactively on your behalf.

2. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you meet the age requirement; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service complies with all applicable laws in your jurisdiction.

3. Account Registration

To access most features of the Service, you must register for an account. When you register, you may be required to provide information such as your username, email address, and password. You agree that the information you provide is accurate, complete, and not misleading, and that you will keep it accurate and up to date. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you believe your account is no longer secure, you must immediately notify us at [email protected].

4. Plans, Subscriptions, and Payment Terms

4.1 Plans and Included Usage

The Service is offered through a free plan and paid subscription plans (e.g., Pro and Max). Each plan includes an amount of Service usage. How quickly included usage is consumed varies with how you use the Service, including the complexity and length of your requests and the skills you invoke. Current plans and prices are described at prizmi.ai/pricing. To keep the Service fast, reliable, and fair for all users, we may adjust included usage and limits over time; material reductions affecting your active subscription will be communicated in advance.

4.2 Automatic Renewal

Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected at purchase) at the then-current price, and your saved payment method is charged at each renewal, until you cancel. You expressly consent to automatic renewal at the time of purchase, separately from your acceptance of these Terms. You can cancel at any time from your plan page at prizmi.ai/plans — cancellation takes one click, becomes effective at the end of the period you have already paid for, and you keep full access until then. We send a reminder before annual renewals. Except where required by applicable law, amounts already paid are non-refundable and we do not provide prorated refunds for partial billing periods after cancellation.

4.3 Plan Changes

You may change plans at any time. Upgrades take effect immediately: your new billing cycle starts on the day of the upgrade and unused time on your previous plan is credited against the new charge on the same invoice. Downgrades take effect at your next renewal: you keep your current plan until the end of the period you have paid for, and the new plan and price apply from the next billing period.

4.4 Usage Credit (Top-Ups)

You may optionally purchase one-time usage credit ("top-ups") to use the Service beyond your plan's included usage. Usage credit is consumed only after your plan's included usage, does not expire with your billing cycle, is denominated in US dollars, and is non-refundable except as required by applicable law. Purchasing usage credit does not change your plan.

4.5 Pricing Changes

Prizmi reserves the right to determine and adjust pricing for the Service. For active subscriptions, we will notify you of any price increase in advance of the renewal at which it takes effect, in time for you to cancel first. Your continued use of a paid subscription after a price change takes effect constitutes your agreement to the updated price. Prices for usage credit and new subscriptions may change at any time.

4.6 Payment Processing

We use Stripe, Inc. and its affiliates ("Stripe") as our third-party payment processor. Payment processing services are provided by Stripe and are subject to the Stripe Terms of Service and Stripe Privacy Policy. By agreeing to these Terms and using payment features of the Service, you also agree to be bound by the Stripe agreements as they may be modified by Stripe from time to time. You authorize Stripe to store your payment method and to charge it for subscription renewals, plan changes, top-ups, and auto top-up as configured by you, including after the payment method has been updated or reissued, to avoid interruptions in your use of the Service.

4.7 Auto Top-Up

You may configure automatic usage-credit top-ups. When enabled, your saved payment method is charged automatically when your usage-credit balance falls below your chosen threshold. You can disable auto top-up or modify its settings at any time from your plan page.

4.8 Failed Payments

If a subscription renewal payment fails, we and Stripe will retry the charge over the following days and notify you so you can update your payment method. If payment cannot be collected, your subscription is cancelled and your account moves to the free plan. Your account, devices, and data are not deleted, and you can re-subscribe at any time.

4.9 Chargebacks and Account Deletion

If you initiate a chargeback or payment dispute for a subscription payment, we may immediately cancel the subscription and move your account to the free plan while the dispute is resolved. Deleting your account cancels any active subscription immediately; because your data is deleted at the same time, no further access is provided for the remainder of the billing period and, except where required by applicable law, no refund is issued for the unused remainder.

4.10 Legacy Promotional Credits

Promotional credits granted before the introduction of subscription plans remain usable as usage credit and keep the expiration date communicated when they were granted.

5. User Devices and Permissions

5.1 Desktop Application Permissions

When you install the Prizmi Desktop application, you configure specific permissions that determine what the AI assistant can and cannot do on your computer. These permissions may include, for example, which folders the assistant may access, which websites it may open, and other capabilities we add over time. You can modify these permissions at any time through the desktop application's settings.

5.2 Command Approval

Certain commands require your explicit approval before execution. You are responsible for reviewing and approving or rejecting commands before they are executed on your devices. You assume full responsibility for any commands you approve and their consequences.

5.3 Messaging Devices

When you link a messaging application (such as Telegram), you authorize the Service to send and receive messages through that application on your behalf. You can unlink messaging devices at any time through your dashboard.

5.4 SMS and Text Messaging (Optional)

If you enable the optional Text Messaging (SMS) feature, you may provide a mobile phone number for verification and to receive certain messages from us. You may also direct the Service to send SMS messages to third-party phone numbers you specify. You agree that:

• Verification. When you request a verification code, you consent to receive that one-time SMS to the number you provide.
• Your instructions only. Outbound SMS to recipients other than you are sent only when you request or approve them through the Service (including recurring reminders you configure). We do not use this feature to send unsolicited bulk or promotional campaigns to third parties on your behalf.
• Recipient consent. Before the Service sends any message to a third party on your behalf, that third party must provide explicit opt-in consent by texting the keyword START to the designated Prizmi number. You initiate this process by sending a personal invitation from your own phone. No messages are sent until consent is received.
• Recipient opt-out. Recipients may opt out at any time by replying STOP to the Prizmi number. Once opted out, no further messages will be sent to that recipient through the Service. Recipients may text HELP for information about the messaging service.
• Message frequency and rates. Message frequency varies based on the tasks you configure. Message and data rates may apply for both you and the recipient.
• Your responsibility. You are solely responsible for ensuring that you may lawfully contact any third party you direct us to message, including obtaining any required consent under applicable law.
• Third-party delivery. SMS delivery is provided by telecommunications infrastructure providers. Your phone number, message content, and related data may be processed by those providers as necessary to send, receive, route, and bill for messages.
• Fees. SMS features may consume credits according to pricing shown in your dashboard.

6. AI-Generated Content

You acknowledge that the Service uses artificial intelligence, including third-party large language models, to process your requests and generate responses ("AI Outputs"). You understand and agree that:

• AI Outputs may contain errors, inaccuracies, or misleading information.
• AI models have inherent limitations, including difficulty with nuance, creative reasoning, and complex judgment calls.
• You are solely responsible for evaluating and verifying AI Outputs before acting on them.
• You bear all risks associated with the use of AI Outputs, including any reliance on their accuracy or completeness.
• We do not guarantee that AI Outputs will be fit for any particular purpose.

7. Acceptable Use

You may not use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Engage in or promote illegal activities.
• Attempt to reverse engineer, disassemble, decompile, or otherwise derive the source code of the Service.
• Interfere with or disrupt the Service or its infrastructure.
• Circumvent any security features, rate limits, or access controls.
• Use the Service to develop a competing product or service.
• Scrape, harvest, or extract data from the Service.
• Transmit malware, viruses, or other harmful code through the Service.
• Impersonate any person or entity.
• Use the Service in any manner that could damage, disable, or impair the Service.

8. Intellectual Property

8.1 Service Ownership

Prizmi and its licensors own and retain all right, title, and interest in the Service, including all improvements, enhancements, modifications, and all associated intellectual property rights. These Terms do not grant you any implied licenses, and Prizmi reserves all rights not expressly granted.

8.2 Your Content

You retain all rights to the data, files, and information you provide to or store through the Service ("Your Content"). By using the Service, you grant Prizmi a limited, non-exclusive license to process Your Content solely as necessary to provide the Service to you.

8.3 Feedback

If you provide suggestions, ideas, or other feedback regarding the Service ("Feedback"), you grant Prizmi the right to use such Feedback without restriction or compensation to you.

9. Third-Party Services

The Service may integrate with or provide access to third-party services, including but not limited to messaging platforms, productivity tools, email services, and AI model providers. Your use of these integrations is subject to the respective third party's terms and privacy policies. Prizmi does not control and is not responsible for the content, policies, or practices of any third-party service.

10. Privacy

Your privacy is important to us. Please review our Privacy Policy for information about how we collect, use, store, and disclose your personal data. Our Privacy Policy is incorporated into these Terms by reference.

11. Disclaimer of Warranties

THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. PRIZMI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PRIZMI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT ANY USE OF AI OUTPUTS IS AT YOUR SOLE RISK. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

12. Limitation of Liability

12.1 No Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRIZMI OR ITS AFFILIATES, OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.

12.2 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, PRIZMI'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO PRIZMI IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Prizmi and its affiliates, officers, members, employees, and agents from and against any and all claims, damages, expenses (including reasonable attorneys' fees), and other losses arising out of or relating to: (a) your use or misuse of the Service; (b) your violation of these Terms or any applicable law; (c) any commands you approve for execution on your devices; and (d) any claim that your content or actions violate any third-party rights.

14. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

14.1 Agreement to Arbitrate

You agree that any dispute or claim arising out of or relating to these Terms or the Service will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert individual claims in small claims court if your claims qualify. By agreeing to these Terms, you and Prizmi each waive the right to a trial by jury and the right to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

14.2 Opt-Out

You may opt out of this arbitration agreement within 30 days of creating your account by sending a written notice to [email protected] from the email address associated with your account, including your name and a clear statement of your intent to opt out.

14.3 Class Action Waiver

YOU AND PRIZMI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

14.4 Pre-Arbitration Resolution

Before initiating arbitration, a party must first send to the other a written Notice of Dispute describing the nature of the claim and the specific relief sought. If the dispute is not resolved within sixty (60) calendar days after the Notice is received, either party may commence arbitration.

15. Termination

You may stop using the Service and delete your account at any time through your profile settings. We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. If we terminate your access due to a violation of these Terms, you will not be entitled to any refund of purchased credits. Upon termination, we may delete your account data in accordance with our Privacy Policy.

16. Modifications to Terms

We may update these Terms from time to time. When we do, we will publish the updated version on this page and update the "Last updated" date. For material changes, we will notify you by email. Your continued use of the Service after any change constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

17. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

18. Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Prizmi regarding the Service and supersede all prior agreements and understandings.

20. Contact

If you have any questions about these Terms, please contact us at [email protected].

Prizmi LLC
16192 Coastal Highway, Lewes, Delaware 19958