Terms of Service
Welcome to Prism. These Terms of Service ("Terms") govern your access to and use of Prism's AI-powered Amazon advertising management platform, including our website, applications, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms.
Version
1.4.0
Effective Date
March 29th 2026
Last Updated
March 29th 2026
Introduction
Welcome to Prism. These Terms of Service ("Terms") govern your access to and use of Prism's AI-powered Amazon advertising management platform, including our website, applications, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms.
Please read these Terms carefully before using Prism. If you do not agree to these Terms, you may not access or use the Service.
1. Service Description
1.1 Overview
Prism is an AI-first advertising management platform designed for Amazon sellers. The Service provides tools and features to help you manage, optimize, and analyze your Amazon Pay-Per-Click (PPC) advertising campaigns.
1.2 Core Features
The Service includes, but is not limited to:
- Campaign Management: Create, edit, and organize your Amazon PPC campaigns, ad groups, keywords, and product targets.
- AI-Powered Recommendations: Receive automated suggestions for bid adjustments, keyword optimizations, budget allocations, and campaign improvements powered by artificial intelligence and machine learning.
- Performance Analytics: Access dashboards, reports, and insights about your advertising performance across accounts and marketplaces.
- Real-Time Monitoring: Utilize guardrails and anomaly detection to identify budget exhaustion, ACOS spikes, and other performance concerns.
- Multi-Account Management: Manage multiple Amazon Seller Central accounts from a single interface.
- Team Collaboration: Invite team members and manage access permissions for collaborative campaign management.
1.3 AI Recommendations Disclaimer
The AI-powered recommendations and insights provided by Prism are for informational purposes only and do not constitute financial, business, or professional advice. You acknowledge that:
- AI recommendations are generated based on historical data, algorithms, and automated analysis.
- Past performance does not guarantee future results.
- You are solely responsible for reviewing, approving, and implementing any recommendations.
- Prism does not guarantee any specific advertising outcomes, sales increases, or return on investment.
- You should exercise your own judgment and, where appropriate, consult with qualified professionals before making significant advertising or business decisions.
1.4 Performance Risk Acknowledgment
You expressly acknowledge and agree that:
- Advertising optimization involves inherent risks, and campaign changes (including those based on AI recommendations) may result in decreased advertising performance, increased costs, reduced sales, or other adverse outcomes.
- AI and machine learning models have known limitations, including but not limited to: inability to predict market shifts, competitive actions, seasonal fluctuations, Amazon algorithm changes, or other external factors.
- Prism's AI systems may occasionally produce recommendations that, when implemented, result in worse performance than if no changes had been made.
- You assume all risk associated with implementing any recommendations, whether manually approved or through automated rules.
2. Account Registration
2.1 Eligibility
To use Prism, you must:
- Be at least 18 years of age or the age of legal majority in your jurisdiction.
- Have the legal authority to enter into these Terms.
- Use the Service solely for business or commercial purposes and not as a consumer offering.
- Be acting on behalf of a business and have authority to bind that business to these Terms and any paid order you place through the Service.
- Have a valid Amazon Seller Central account in good standing.
If you use the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" and "your" refer to that organization. If you do not have such authority, you must not use the Service on behalf of that organization.
- Provide accurate and complete registration information.
2.2 Account Creation
When you create a Prism account, you agree to:
- Provide truthful, accurate, and current information during registration.
- Maintain and promptly update your account information to keep it accurate.
- Keep your login credentials confidential and secure.
- Notify us immediately of any unauthorized access to or use of your account.
- Accept responsibility for all activities that occur under your account.
2.3 Team Accounts
If you create or join a team account:
- The team administrator is responsible for managing team membership and permissions.
- Team members must comply with these Terms.
- Access to accounts and data is governed by the permissions set by the team administrator.
- The team is collectively responsible for all usage under the team account.
3. Amazon Account Linking
3.1 Authorization
To use Prism's core functionality, you must connect one or more Amazon Seller Central accounts. By linking your Amazon account, you:
- Authorize Prism to access your Amazon Advertising API on your behalf.
- Grant permission to retrieve campaign data, performance metrics, and account information.
- Allow Prism to make changes to your campaigns when you approve recommendations or take actions through the Service.
3.2 Your Responsibilities
When linking your Amazon account, you represent and warrant that:
- You are the authorized owner or have explicit authorization from the owner to connect the Amazon account.
- You have the authority to grant the permissions described in these Terms.
- Your use of Prism in connection with your Amazon account complies with Amazon's terms of service, policies, and guidelines.
3.3 Amazon Policies Compliance
You acknowledge that:
- Prism operates within the boundaries of Amazon's Advertising API terms and conditions.
- You remain solely responsible for compliance with Amazon's Seller policies.
- Amazon may modify, suspend, or terminate API access at any time, which may impact Service functionality.
- Prism is not affiliated with, endorsed by, or sponsored by Amazon.
3.4 Disconnecting Accounts
You may disconnect your Amazon account from Prism at any time through the Service settings. Upon disconnection:
- Prism will cease accessing new data from that Amazon account.
- Historical data may be retained in accordance with our Privacy Policy and data retention practices.
- Any pending or scheduled actions for that account will be cancelled.
4. User Responsibilities
4.1 Acceptable Use
You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:
- Violate any applicable laws, regulations, or third-party rights.
- Use the Service to engage in fraudulent, deceptive, or misleading advertising practices.
- Attempt to gain unauthorized access to Prism's systems, networks, or other user accounts.
- Reverse engineer, decompile, or disassemble any part of the Service.
- Use automated scripts, bots, or other means to access the Service except through our official APIs.
- Interfere with or disrupt the integrity or performance of the Service.
- Resell, sublicense, or provide access to the Service to third parties without authorization.
- Use the Service in any manner that could damage, disable, or impair Prism's infrastructure.
4.2 Accuracy of Information
You are responsible for:
- Ensuring all information you provide to Prism is accurate and complete.
- Reviewing AI recommendations before implementation.
- Verifying that campaign changes align with your business objectives.
- Monitoring your advertising performance and taking corrective action when necessary.
4.3 Compliance
You agree to comply with:
- All applicable advertising laws and regulations.
- Amazon's Advertising Policies and Terms of Service.
- Industry standards and best practices for online advertising.
- Any additional guidelines provided by Prism.
4.4 Duty to Monitor and Mitigate
You agree to actively monitor your advertising performance following implementation of any recommendations or automated actions. If you observe degraded performance, you agree to:
- Promptly pause or disable the relevant automated actions.
- Revert campaign changes where feasible.
- Notify Prism within five (5) business days of discovering any adverse performance impact you attribute to the Service.
Failure to take reasonable steps to mitigate damages shall be considered in any dispute resolution proceeding and may reduce or eliminate any recovery.
5. Data Usage and AI Processing
5.1 Data Collection
To provide the Service, Prism collects and processes:
- Account information you provide during registration.
- Amazon advertising data accessed through your linked accounts.
- Usage data related to your interactions with the Service.
- Performance metrics, campaign data, and analytics.
5.2 AI and Machine Learning
Prism uses artificial intelligence and machine learning to:
- Analyze your advertising performance and identify patterns.
- Generate recommendations for campaign optimization.
- Detect anomalies and potential issues in your campaigns.
- Improve the accuracy and relevance of our recommendations over time.
5.3 Data Processing for AI
By using the Service, you consent to:
- The processing of your advertising data by our AI systems.
- The use of aggregated and anonymized data to improve our algorithms and models.
- The storage and analysis of historical data to provide trend insights and predictions.
5.4 Data Protection
We are committed to protecting your data. Please refer to our Privacy Policy for detailed information about:
- What data we collect and how we use it.
- How we protect and secure your information.
- Your rights regarding your personal data.
- Our data retention and deletion practices.
6. Billing and Subscriptions
6.1 Subscription Plans
Prism offers various subscription plans with different features and pricing tiers. Details of available plans, including pricing and included features, are available on our website and within the Service.
6.2 Payment Terms
- All payments are processed through Stripe, our third-party payment processor.
- By subscribing, you authorize Prism to charge your payment method for the applicable subscription fees.
- Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan).
- Annual plans are billed upfront for a committed 12-month term. Cancelling an annual plan stops renewal for a future term only and does not unwind the then-current paid term.
- Monthly plans renew month-to-month until cancelled. Cancelling a monthly plan stops the next renewal and does not refund the current paid period.
- All fees are quoted and charged in US dollars unless otherwise specified.
6.3 Payment Method
You agree to:
- Provide accurate and complete billing information.
- Keep your payment method current and valid.
- Promptly update your billing information if it changes.
- Pay all charges incurred under your account at the prices in effect when charges are incurred.
6.4 Automatic Renewal
Subscriptions automatically renew at the end of each billing period unless:
- You cancel your subscription before the renewal date.
- Prism discontinues the Service or your subscription plan.
6.5 Cancellation
You may cancel your subscription at any time through your account settings. Upon cancellation:
- You will retain access to the Service until the end of your current billing period.
- Cancellation stops future renewal only and does not create a right to refund, credit, or charge reversal for the current paid term.
- Voluntary non-use, account deletion, removal of linked accounts, or disconnection of an Amazon account does not relieve you of payment obligations for the current paid term.
- Your data will be handled in accordance with our Privacy Policy.
6.6 Refunds
- Paid subscription fees are non-refundable except where Prism expressly approves a refund or mandatory law requires one.
- Refund requests may be considered on a case-by-case basis at Prism's sole discretion.
- If you believe you have been charged in error, contact our support team promptly.
6.7 Price Changes
Prism reserves the right to modify subscription pricing. We will provide at least 30 days' notice before any price increase takes effect for existing subscribers.
6.8 Taxes
You are responsible for any applicable taxes associated with your subscription. Prices displayed may not include taxes, which will be calculated and added at checkout where required by law.
6.9 Referral Program
If you participate in Prism's referral program, you agree that:
- Referral rewards are promotional benefits available only to eligible accounts in good standing; for eligible referrers, those benefits may include cash payouts processed through Stripe Connect.
- The referee's reward is applied at checkout only when a valid referral code is accepted.
- The referrer's reward is created as pending and is only released after the referee completes the required retention period, the reward clears a 14-day payout hold, and Prism approves the payout for release.
- Prism may place a referral reward into manual review before payout whenever Prism detects fraud, duplicate billing signals, abuse, or another policy risk.
- Prism may withhold, delay, cancel, or claw back a referral reward if Prism reasonably determines that the referral was the result of self-referral, fraud, abuse, chargebacks, refunds, disputes, or another policy violation.
- Referral rewards are non-transferable and may not be sold, assigned, or redeemed outside the Service.
- Prism may modify, suspend, or end the referral program at any time, subject to applicable law and any notice obligations that apply.
7. Intellectual Property
7.1 Prism's Intellectual Property
Prism and its licensors own all rights, title, and interest in and to:
- The Service, including all software, algorithms, designs, and user interfaces.
- Our trademarks, logos, and brand elements.
- All AI models, machine learning systems, and analytical methodologies.
- Documentation, content, and materials provided through the Service.
You may not copy, modify, distribute, or create derivative works based on the Service or any of its components without our express written permission.
7.2 Your Data
You retain all rights to:
- Your Amazon advertising data and campaign information.
- Business information and content you provide to Prism.
- Any materials you upload or input into the Service.
7.3 License Grant
By using the Service, you grant Prism a non-exclusive, worldwide, royalty-free license to:
- Access, store, and process your data to provide the Service.
- Use your data to generate recommendations and insights for you.
- Create aggregated, anonymized data for improving our services (which cannot be used to identify you or your business).
7.4 Feedback
If you provide feedback, suggestions, or ideas about the Service, you grant Prism the right to use such feedback without restriction or compensation to you.
7.5 License to Use the Service
Subject to your compliance with these Terms, Prism grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. This license does not include the right to sublicense, resell, or distribute the Service.
8. Limitation of Liability
8.1 Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Prism does not warrant that:
- The Service will be uninterrupted, timely, secure, or error-free.
- Results obtained from using the Service will be accurate or reliable.
- AI recommendations will achieve specific outcomes or results.
- The Service will meet your specific requirements or expectations.
8.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRISM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:
- Any indirect, incidental, special, consequential, or punitive damages.
- Any loss of profits, revenue, data, or business opportunities.
- Any damages arising from your use of or inability to use the Service.
- Any damages resulting from unauthorized access to or alteration of your data.
- Any damages arising from AI recommendations or automated actions.
8.3 Cap on Liability
PRISM'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO PRISM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).
Exceptions to Liability Cap: The limitations in this Section 8.3 do not apply to:
- Liability arising from gross negligence or willful misconduct
- Prism's indemnification obligations under any applicable Enterprise Agreement
- Liability for breach of confidentiality obligations
- Amounts owed under the agreement (such as unpaid subscription fees)
8.5 Jurisdiction-Specific Provisions
To the extent that mandatory consumer protection laws of your jurisdiction prohibit certain limitations or exclusions in this Section 8, such limitations or exclusions shall not apply to you, but only to the minimum extent required by such laws. All other limitations and exclusions shall remain in full force and effect.
For users located in the European Economic Area, United Kingdom, or other jurisdictions where statutory consumer protections apply: nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable mandatory law.
8.4 Basis of the Bargain
You acknowledge that Prism has set its prices and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.
9. Indemnification
9.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Prism, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use of the Service.
- Your violation of these Terms.
- Your violation of any third-party rights, including Amazon's terms of service.
- Your advertising content or campaigns.
- Any disputes between you and your customers or Amazon.
9.2 Enterprise Agreements
Enterprise customers may negotiate mutual indemnification terms, including Prism's indemnification for intellectual property infringement claims, under separate Master Service Agreements.
10. Termination
10.1 Termination by You
You may terminate your account at any time by:
- Cancelling your subscription through your account settings.
- Contacting our support team to request account deletion.
10.2 Termination by Prism
Prism may suspend or terminate your account at any time, with or without notice, if:
- You breach any provision of these Terms.
- You engage in fraudulent, illegal, or harmful activities.
- Your actions may harm Prism, other users, or third parties.
- Required by law or at the request of governmental authorities.
- Your payment method fails and is not remedied within a reasonable time.
- Prism reasonably suspects fraud, abusive refund activity, or a false, abusive, or materially misleading payment dispute or chargeback.
- Prism discontinues the Service or any part thereof.
Prism may keep an account suspended while a payment dispute is unresolved and until related losses, fees, or compliance concerns are addressed.
10.3 Effect of Termination
Upon termination:
- Your right to access and use the Service will immediately cease.
- Any pending or scheduled campaign actions will be cancelled.
- You remain liable for any outstanding fees or charges.
- Provisions that by their nature should survive termination will survive, including intellectual property, limitation of liability, and indemnification.
10.4 Data After Termination
Upon termination, you may request export of your data in a structured, machine-readable format (JSON or CSV) within 30 days. After this period, we will delete your data in accordance with our Privacy Policy, except as required for legal compliance or legitimate business purposes.
Following the 30-day export window:
- Personal information will be deleted or anonymized within 30 days.
- Amazon advertising data will be deleted within 30 days, except where retention is required for legal compliance.
- Certain aggregate or anonymized data may be retained for analytics purposes.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.
11.2 Informal Resolution
Before initiating any formal dispute resolution, you agree to contact Prism at support@calibratedintelligence.com and attempt to resolve any dispute informally for at least 30 days. During this period, we will work in good faith to resolve the dispute through negotiation.
11.3 Binding Arbitration
Agreement to Arbitrate: If we cannot resolve a dispute informally, you and Prism agree to resolve any claims relating to these Terms or the Service through final and binding individual arbitration, except as set forth below. This arbitration agreement is governed by the Federal Arbitration Act.
Arbitration Rules: Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted by a single arbitrator. The arbitration will take place in Denver, Colorado, unless you and Prism agree otherwise or the arbitrator determines that such a location would pose an undue burden, in which case the arbitration may be conducted remotely.
Arbitration Fees: Payment of filing fees, administration fees, and arbitrator fees will be governed by JAMS rules. For claims under $75,000, Prism will reimburse your filing fees and pay the arbitrator's fees. For claims over $75,000, fees will be allocated by the arbitrator in accordance with JAMS rules.
Exceptions to Arbitration: You and Prism may bring claims in small claims court if they qualify. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
11.4 Arbitration Opt-Out
You may opt out of this arbitration agreement by sending written notice to support@calibratedintelligence.com within 30 days of first accepting these Terms. The notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and Prism agree to resolve disputes exclusively in accordance with Section 11.7.
11.5 Time Limitation on Claims
Any claim arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action accrues, regardless of any statute or law to the contrary. Failure to file within this period constitutes a permanent waiver of such claim.
11.6 Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, YOU AND PRISM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.
11.7 Judicial Forum
For any dispute not subject to arbitration, or if you have validly opted out of arbitration, you and Prism agree that any legal action or proceeding shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.
12. Changes to Terms
12.1 Modifications
Prism reserves the right to modify these Terms at any time. When we make material changes, we will:
- Update the "Last Updated" date at the top of these Terms.
- Notify you via email to the address associated with your account.
- Provide notice within the Service at least 30 days before changes take effect.
12.2 Acceptance of Changes
Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.
13. General Provisions
13.1 Entire Agreement
These Terms, together with our Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and Prism regarding the Service.
13.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
13.3 Waiver
Prism's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without Prism's prior written consent. Prism may assign these Terms without restriction.
13.5 No Agency
Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Prism.
13.6 Force Majeure
Prism shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or infrastructure failures.
13.8 Non-Reliance
You acknowledge that in entering into these Terms, you have not relied on any representation, warranty, promise, or statement made by or on behalf of Prism that is not expressly set forth in these Terms. Without limiting the foregoing, you acknowledge that no marketing materials, website content, sales presentations, case studies, or testimonials constitute warranties or guarantees of performance outcomes.
13.7 Notices
Notices to you may be provided via email to the address associated with your account or through the Service. Notices to Prism should be sent to the contact information provided below.
14. Contact Information
If you have any questions about these Terms or the Service, please contact us at:
Prism
Email: support@calibratedintelligence.com
Address: Calibrated Intelligence Inc, 151 Summer St, Morrison, CO 80465, USA.
Support: support@calibratedintelligence.com
15. Additional Terms for Specific Features
15.1 AI Chat and Conversational Features
If you use Prism's AI chat or conversational features:
- Conversations are processed by third-party AI providers (such as AWS Bedrock).
- Chat interactions may be logged for quality improvement and support purposes.
- AI responses are informational and should not be solely relied upon for critical business decisions.
15.2 Real-Time Monitoring and Alerts
If you enable real-time monitoring features:
- Prism will continuously monitor your campaign performance for anomalies.
- Alerts are provided for informational purposes; immediate action is your responsibility.
- Prism does not guarantee detection of all potential issues or anomalies.
15.3 Automated Actions
If you enable automated campaign management features:
- You authorize Prism to make changes to your campaigns based on predefined rules or AI recommendations.
- You remain responsible for the outcomes of automated actions.
- You may disable automated features at any time through your account settings.
Customer Controls: Prism provides the following controls for automated actions:
- Approval Thresholds: Configure bid change limits and budget thresholds that require your approval.
- Spend Caps: Set maximum daily and campaign-level spend limits.
- Pause Capability: Instantly pause all automated actions at any time.
- Audit Logs: Access detailed logs of all automated changes made to your campaigns.
You control whether to apply AI recommendations. Prism does not make changes to your campaigns without your configured approval settings.
For the avoidance of doubt, the disclaimers, limitations of liability, and user responsibility provisions in these Terms apply equally to: (a) recommendations you manually review and approve; (b) automated actions executed pursuant to rules you configure; and (c) any other campaign changes made through the Service, regardless of the degree of automation involved.
16. Third-Party Services
16.1 Amazon Ads API
The Service relies on the Amazon Ads API to access and manage your advertising campaigns. You acknowledge that:
- Amazon may modify, suspend, or terminate API access at any time.
- Changes to Amazon's API may affect Service functionality or availability.
- Prism is not responsible for Amazon's actions, policies, or service interruptions.
- Your use of Amazon advertising remains subject to Amazon's terms and policies.
16.2 Infrastructure and Processing
The Service is built on Amazon Web Services (AWS) infrastructure. You acknowledge that:
- Service availability depends on AWS infrastructure availability.
- Prism is not liable for AWS outages or service disruptions.
- Data processing occurs on AWS servers in accordance with our Privacy Policy.
16.3 Payment Processing
Payment processing is provided by Stripe. By subscribing to paid features:
- You agree to Stripe's terms of service for payment processing.
- Prism does not store complete payment credentials on its servers.
- Prism is not responsible for payment processing errors caused by Stripe.
16.4 General Third-Party Terms
Third-party services are subject to their own terms and conditions, which you agree to separately. Prism does not control these services and is not liable for:
- Third-party service outages, changes, or discontinuation.
- Loss of features or functionality due to third-party changes.
- Any damages arising from third-party service failures.
17. Confidentiality
17.1 Confidential Information
"Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. This includes business strategies, technical information, customer data, pricing information, and proprietary methodologies.
17.2 Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the receiving party.
- Was known to the receiving party prior to disclosure without confidentiality obligations.
- Is independently developed by the receiving party without use of Confidential Information.
- Is lawfully obtained from a third party without confidentiality restrictions.
17.3 Obligations
Each party will:
- Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care.
- Use Confidential Information only for purposes of fulfilling obligations under these Terms.
- Not disclose Confidential Information except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these terms.
17.4 Required Disclosure
A party may disclose Confidential Information if legally required, provided that it:
- Gives reasonable prior notice to the other party (where legally permitted) to allow the other party to seek protective measures.
- Limits disclosure to what is legally required.
- Uses reasonable efforts to obtain confidential treatment of the disclosed information.
17.5 Survival
Confidentiality obligations survive termination of these Terms for a period of three (3) years.
By using Prism, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.