Last updated: June 3, 2026

01Acceptance

By accessing or using the AgentPrizm service, you agree to these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. These Terms constitute a binding legal agreement between you and VUGA Enterprises LLC, a Florida limited liability company doing business as AgentPrizm, located at 18117 Biscayne Blvd Unit 1039, Aventura, FL 33160, United States ("AgentPrizm", "we", "us").

02The Service

"The Service" means the hosted memory database, dashboard, API, MCP server, documentation, and any related software we provide under the AgentPrizm brand. We may update the Service from time to time. We will provide reasonable notice of breaking changes — at least 90 days for stable, versioned API endpoints.

03Accounts

You must provide accurate registration information and are responsible for keeping your credentials secure. You must be at least 18 years old. You are responsible for activity under your account, including all data your agents ingest and recall.

04Fees & payment

Plan and overage rates are listed on our pricing page. Fees are billed monthly in arrears in US Dollars unless otherwise agreed. Payments not received within 30 days of invoice may result in suspension. Disputes must be raised within 60 days of the invoice date. Annual contracts are non-refundable but can be paused per the conditions in your order form.

05Customer data

You retain all rights to data you provide to the Service ("Customer Data"), including memories your agents ingest. You grant us a limited license to process Customer Data solely to operate the Service for you. We process Customer Data as your processor under our Data Processing Addendum.

We do not train models on Customer Data. We do not use Customer Data for any purpose other than providing the Service to you and complying with the law.

06Acceptable use

You may not, and may not enable others to:

Use the Service to violate any law or third-party right.
Ingest or recall data you do not have the right to process.
Reverse engineer, scrape, or attempt to derive the Service's source code or model weights.
Resell the Service as a standalone offering without a written reseller agreement.
Use the Service to make decisions with significant legal or similarly significant effects on individuals without meaningful human review.
Submit protected health information (PHI) or other data subject to special regulatory regimes (such as HIPAA) to the Service. The Service is not HIPAA-compliant and must not be used to store or process PHI.
Probe, scan, or load-test infrastructure beyond what is reasonable for normal product evaluation.

We may investigate suspected violations and cooperate with law enforcement. We reserve the right, but are not obligated, to monitor or review Customer Data for compliance with these Terms.

07No professional advice

The Service is a software tool for storing and retrieving information. It does not provide, and is not a substitute for, professional advice of any kind — including legal, medical, financial, accounting, or other regulated advice. Outputs are generated automatically and may be inaccurate, incomplete, or out of date. You are solely responsible for reviewing outputs and for any decision or action you take based on the Service. Do not rely on the Service for any use where an error could cause injury, financial loss, or legal harm without independent verification and qualified human review.

08Third-party services

The Service relies on and integrates with third-party providers — including, for example, OpenAI (embeddings and AI classification), Stripe (billing), Resend (email), Google, Notion, and Dropbox (optional content-source connectors), and our hosting and network providers. We do not control these providers, and their availability, performance, acts, and omissions are outside our control. To the fullest extent permitted by law, we are not responsible or liable for any third-party service, and your use of a connected third-party service is governed by that provider's own terms and privacy policy. A current list of the sub-processors that process Customer Data is at agentprizm.com/subprocessors.

09Intellectual property

The Service, including all software, models, and documentation, is owned by AgentPrizm and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service per these Terms. Our trademarks and logos may not be used without written permission. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

10Suspension

We may suspend or limit your access to the Service, in whole or in part, immediately and without prior notice, if we reasonably believe that (a) your use poses a security, legal, or operational risk to us, the Service, or others; (b) you have violated these Terms, including the Acceptable Use section; (c) your account is overdue; or (d) we are required to do so by law. Where practical and lawful, we will give you notice and an opportunity to address the issue. Suspension does not relieve you of fees accrued before the suspension.

11Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. AGENTPRIZM AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF DATA LOSS, OR THAT IT WILL MEET YOUR REQUIREMENTS OR PRODUCE ACCURATE OR RELIABLE RESULTS. THE SERVICE RUNS ON A SINGLE-REGION DEPLOYMENT AND WE DO NOT GUARANTEE ANY LEVEL OF UPTIME OR AVAILABILITY UNLESS A SEPARATE SERVICE-LEVEL AGREEMENT IS EXPRESSLY SET OUT IN A SIGNED ORDER FORM. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF CUSTOMER DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

12Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGENTPRIZM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENTPRIZM'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO AGENTPRIZM FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING: (A) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; (C) LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL MISCONDUCT; (D) ANY LIABILITY THAT APPLICABLE CONSUMER PROTECTION OR DATA PROTECTION LAWS (INCLUDING GDPR AND UK GDPR) DO NOT PERMIT TO BE EXCLUDED OR LIMITED; OR (E) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. WHERE APPLICABLE LAW RESTRICTS THE ABILITY TO LIMIT LIABILITY FOR ANY OF THE ABOVE, AGENTPRIZM'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THAT LAW. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US.

The liability cap in this section applies both to proceedings in court and to arbitration. An arbitrator may not award damages in excess of the cap.

13Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless AgentPrizm and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Service; (b) Customer Data or any other content or data you ingest, store, transmit, or recall through the Service, including any claim that it infringes or violates the rights of a third party or applicable law; (c) your violation of these Terms, including the Acceptable Use section; or (d) your violation of any law or the rights of any third party. We will notify you of any such claim, let you control the defense (with counsel reasonably acceptable to us), and reasonably cooperate; you may not settle any claim in a way that imposes obligations on us without our prior written consent.

IP indemnification by us. AgentPrizm will defend you against any third-party claim alleging that the Service, as provided by AgentPrizm and used by you in accordance with these Terms, directly infringes a United States patent, copyright, or trademark (an "IP Claim"), and will indemnify you for damages and costs finally awarded against you (or agreed in settlement by AgentPrizm) for that IP Claim. This obligation is conditioned on you: (a) promptly notifying us in writing of the IP Claim; (b) giving AgentPrizm sole control of the defense and settlement (provided AgentPrizm will not settle any IP Claim in a way that admits fault on your part or imposes a non-monetary obligation on you without your prior written consent); and (c) providing reasonable cooperation at AgentPrizm's expense. AgentPrizm has no obligation for any IP Claim to the extent it arises from (x) Customer Data or your content; (y) your modification of the Service, or your combination or use of the Service with products, data, or services not provided by AgentPrizm; or (z) your use of the Service after AgentPrizm has notified you to modify or stop using the affected part. If the Service becomes, or AgentPrizm reasonably believes it may become, the subject of an IP Claim, AgentPrizm may at its option and expense (i) obtain the right for you to keep using the Service, (ii) modify it to be non-infringing, or (iii) terminate the affected Service on reasonable notice. THIS PARAGRAPH STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND AGENTPRIZM'S ENTIRE LIABILITY, FOR ANY IP CLAIM, AND AGENTPRIZM'S TOTAL LIABILITY UNDER THIS PARAGRAPH IS SUBJECT TO THE AGGREGATE LIMITATION OF LIABILITY IN SECTION 12.

14Time limit on claims

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim or cause of action accrues. Otherwise, it is permanently barred. This limitation applies both to court proceedings and to arbitration demands.

15Dispute resolution & class-action waiver

The parties will first try in good faith to resolve any dispute informally by contacting [email protected] and allowing 30 days to reach a resolution before initiating arbitration or litigation.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND YOU AND AGENTPRIZM EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND WAIVE ANY RIGHT TO A JURY TRIAL. IF THE CLASS-ACTION OR JURY-TRIAL WAIVER IS HELD UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) WILL PROCEED IN COURT AS SET OUT IN THE BINDING ARBITRATION SECTION BELOW, AND THE REMAINDER OF THIS SECTION WILL CONTINUE TO APPLY.

16Binding arbitration

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Agreement to arbitrate. Except for disputes that qualify for small-claims court or for which either party seeks emergency injunctive or IP relief (see Carve-outs below), you and AgentPrizm agree that any and all disputes, claims, or controversies between you and AgentPrizm arising out of or relating to these Terms, the Service, or any aspect of the relationship between us — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and including disputes about the validity, applicability, or enforceability of this arbitration agreement — will be resolved exclusively through final and binding individual arbitration rather than in court.

Rules and administrator. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for consumer-facing disputes) or its Commercial Arbitration Rules (for business-to-business disputes), in each case as in effect at the time the arbitration is commenced. The AAA rules are available at www.adr.org. If AAA is unavailable or unable to administer the dispute, either party may petition a court of competent jurisdiction to appoint a substitute arbitrator. Alternatively, the parties may mutually agree in writing to use JAMS under its applicable rules.

Seat and language. Unless the parties agree otherwise in writing, arbitration will be seated in Miami-Dade County, Florida, United States. Proceedings will be conducted in English. For disputes up to USD $25,000, the arbitration may, at the claimant's election, be conducted entirely by document submission without an in-person or virtual hearing, unless the arbitrator determines a hearing is needed.

Arbitrator authority. The arbitrator has exclusive authority to resolve all disputes within the scope of this section, including disputes about the formation, enforceability, or scope of this arbitration agreement, except as noted below. The arbitrator may award the same damages and relief that a court could award, subject to the Limitation of Liability section of these Terms (which applies in arbitration as it does in court). The arbitrator may not award relief beyond what is permitted by these Terms or applicable law, and may not award relief for claims by or on behalf of anyone other than the individual claimant.

No class or collective arbitration. You and AgentPrizm each expressly waive the right to arbitrate any dispute on a class, collective, consolidated, or representative basis. The arbitrator may not preside over any class or collective proceeding. If this prohibition on class or collective arbitration is found to be unenforceable for any claim, the arbitration agreement is severed as to that claim only, and that claim (and only that claim) will proceed in court, not in arbitration, and the parties waive the right to jury trial for that claim. The parties agree that any claim determined to be ineligible for arbitration under this section will nonetheless be subject to the class-action waiver in Section 15; if that class-action waiver is also found unenforceable for the same claim, the remaining provisions of these Terms, including all other parts of the arbitration agreement, continue in full effect.

Fees. Filing, arbitrator, and administrative fees are governed by AAA rules and, where applicable, the AAA's Consumer Arbitration Rules fee schedule. If you are an individual asserting a consumer claim and your claim does not exceed USD $10,000, we will pay your filing fee and the arbitrator's fee. For all other disputes, fees are allocated per AAA rules. Each party bears its own attorneys' fees and costs unless the arbitrator finds that a claim or defense was frivolous or brought in bad faith.

Carve-outs. Either party may bring an individual claim in small-claims court (or its equivalent in your jurisdiction) for disputes within that court's jurisdiction. Either party may seek emergency interim or preliminary injunctive or other equitable relief from a court of competent jurisdiction solely to preserve the status quo pending arbitration. AgentPrizm may seek injunctive or other equitable relief from a court to protect its intellectual property rights, trade secrets, or confidential information without first pursuing arbitration or the 30-day informal-resolution period. These carve-outs do not waive either party's right to compel arbitration of any other claim.

30-day opt-out. You have the right to opt out of this arbitration agreement. To opt out, you must send a written notice of your decision to opt out to [email protected] with the subject line "Arbitration Opt-Out" within 30 days of the date you first agree to these Terms (or, for existing users, within 30 days of the date these updated Terms take effect). Your notice must include your name, the email address associated with your account, and a clear statement that you are opting out of the arbitration agreement. Opting out of arbitration does not affect any other provision of these Terms, including the class-action and jury-trial waivers in Section 15, which continue to apply if you opt out. If you opt out, disputes will be resolved in court subject to the governing law and venue in Section 19.

Survival. This arbitration agreement survives termination of these Terms and your use of the Service.

17Term & termination

These Terms apply for as long as you use the Service. Either party may terminate for material breach with 30 days' written notice and an opportunity to cure. We may suspend or terminate immediately for serious abuse, security risk, or non-payment, as described in the Suspension section. On termination, you may export your Customer Data via the API or CLI for 30 days; after that, we delete it. Sections that by their nature should survive termination — including Customer Data ownership, fees accrued, intellectual property, warranty disclaimer, limitation of liability, indemnification, time limit on claims, dispute resolution, binding arbitration, governing law, and the General section — survive termination.

18Force majeure

We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, power or internet failures, denial-of-service or other attacks, acts of government, war, terrorism, civil unrest, labor disputes, or the failure or unavailability of third-party providers or infrastructure.

19Governing law & venue

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-laws principles. The exclusive venue for any dispute that proceeds in court (including any dispute following a valid opt-out from arbitration, or any dispute within a carve-out from the arbitration agreement) is the state and federal courts located in Miami-Dade County, Florida, United States, and you consent to the personal jurisdiction of those courts.

20General

Entire agreement. These Terms, together with any order form, the Data Processing Addendum, and our Privacy Policy, are the entire agreement between you and AgentPrizm and supersede all prior agreements on the subject. Modifications. We may update these Terms from time to time; we will post the updated version with a new "last updated" date and, for material changes, provide reasonable notice (for example, by email or in-product notice). Your continued use of the Service after an update takes effect constitutes acceptance. Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force. No waiver. Our failure to enforce any provision is not a waiver of it. Notices. We may send notices to the email associated with your account; you may send notices to [email protected] or by mail to VUGA Enterprises LLC dba AgentPrizm, 18117 Biscayne Blvd Unit 1039, Aventura, FL 33160, United States. Export compliance. The Service is based in the United States. You are responsible for compliance with all applicable export control laws in your jurisdiction.

Questions: [email protected]. VUGA Enterprises LLC dba AgentPrizm, 18117 Biscayne Blvd Unit 1039, Aventura, FL 33160, United States.

Terms of Service.