Legal

Terms of Service

The agreement that governs your access to and use of the Prizmal website, the Prizmal API, and the control layer: PrizmalSwitch, PrizmalRun, and Warden.

EFFECTIVE 2026-08-01QUEBEC, CANADAV2.1
Summary
What this covers

These Terms cover the website and the Service. If you have a signed license agreement or statement of work with us, that document controls for the software and services it describes, and these Terms apply to everything else.

These Terms of Service ("Terms") are a legally binding agreement between you ("you", "your", or "Customer") and Prizmal Inc., a corporation incorporated under the laws of the Province of Quebec, Canada ("Prizmal", "we", "us", "our").

They govern your access to and use of the Prizmal website, the Prizmal API and control layer, and the products and services we make available, including PrizmalSwitch, PrizmalRun, and Warden (together, the "Service").

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms, by our Privacy Policy, and by the Trust doctrine, each incorporated by reference. If you do not agree, do not use the Service.

01

Acceptance and eligibility

By accepting these Terms you confirm that you have read, understood, and agree to be bound by them and by our Privacy Policy.

If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. You must be at least 18 years old to use the Service.

We may make additional plan terms, order forms, or usage policies available for specific products or tiers. Where you accept one, it forms part of this agreement. If a signed license agreement or statement of work exists between you and Prizmal, that document controls for the software and services it describes, and these Terms apply to everything else.

02

The Service

Prizmal operates a control layer for AI inference. It has three parts:

  • PrizmalSwitch, the decision layer. A single, OpenAI compatible API key at api.prizmal.ai reads each request and routes it to the model class best suited to the work.
  • PrizmalRun, the runtime engine that governs how much compute each response consumes, token by token, inside open models.
  • Warden, governance on every token: policy and guardrails, identity aware controls, audit records, and a runtime kill switch.

One key, all models. Through the Service, a single Prizmal API key gives you access to the models we make available, including both open and frontier models. Prizmal provisions and pays for access to third-party model providers and makes their models available to you as part of the Service. You do not need to supply your own third-party provider keys.

We may add, remove, substitute, re-route, deprecate, or change the models, providers, features, and routing behaviour available through the Service at any time. We will use reasonable efforts to maintain continuity of service, but the specific model that handles any given request may change.

03

Accounts and access

You are responsible for your account, your API keys, and all activity that occurs under them. Keep your credentials secure, do not share them, and notify us promptly of any unauthorized use. You are responsible for the acts and omissions of anyone you allow to use your account or keys.

We may set and adjust rate limits, quotas, and per-key controls to protect the Service and its users.

04

Acceptable use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to, and not to permit anyone else to:

  • Use the Service in violation of any applicable law or regulation, or in violation of the rights of others.
  • Submit inputs or generate outputs that are unlawful, that infringe intellectual property or privacy rights, or that constitute or facilitate abuse, harassment, malware, fraud, or the sexual exploitation of minors.
  • Use the Service to develop, train, or improve a competing model or service, or to reverse engineer, extract, or replicate the models, routing logic, or methods behind the Service.
  • Attempt to circumvent routing, metering, billing, rate limits, quotas, or security controls, or gain unauthorized access to any part of the Service or connected systems.
  • Use bots, scrapers, or automated means to access the website in a manner that burdens or disrupts it, interfere with the Service or its infrastructure, or impersonate Prizmal or any other person or entity.
  • Resell, sublicense, or provide the Service to third parties except as expressly permitted by your plan.

Third-party provider policies. Requests you send may be processed by third-party model providers on your behalf. You agree to comply with the applicable use policies of those providers as they apply to your use of the Service. We may make the relevant policies available to you, and we may pass through and enforce provider requirements, restrictions, and changes.

05

Governance, anti-abuse, and enforcement

The Service is designed to be governed on every token. You acknowledge and agree that, to protect the Service, our users, our providers, and Prizmal, we may at any time and at our discretion apply governance controls to your use of the Service, including to monitor, classify, rate-limit, throttle, restrict, route, quarantine, suspend, or terminate access to any request, key, model, route, workspace, or account.

We may take these measures where we reasonably determine that use is abusive, unlawful, insecure, infringing, inconsistent with the intended use of the Service, or a risk to the Service, our providers, or others, including on an immediate basis and without prior notice where warranted.

We reserve the right to introduce, change, and enforce governance mechanisms, policies, and restrictions over time. Where a given control is not yet technically enforced, we nevertheless reserve the contractual right to apply and enforce it, and your continued use of the Service is subject to that right.

06

Fees, credits, and billing

6.1 How pricing works

The Service is offered through a combination of:

  • a per-seat subscription for routing and governance, and
  • usage-based charges for inference, drawn from a prepaid balance.

Current prices are those published or made available for your plan at the time of purchase or use.

6.2 Prepaid credits

Inference is paid from a prepaid balance denominated in currency ("Credits"), not in a fixed number of tokens. You purchase Credits, and each request draws down your balance at the rate in effect at the time the request is processed. You may enable automatic refill to replenish your balance when it falls below a threshold you set. It is your responsibility to maintain a sufficient balance; the Service may pause when your balance is exhausted.

Because Credits are denominated in currency, a change in rates does not retroactively change Credits you have already purchased. It changes the rate at which your balance is drawn down for usage going forward.

6.3 Pricing is not guaranteed and may change

Prizmal resells access to third-party model providers, and the cost of inference is subject to market supply, demand, and provider pricing. You acknowledge and agree that:

  • Usage and token-based rates are variable and subject to change at any time, effective immediately and without individual notice, and may change as often as daily. The rate shown at the time of purchase or use is the current rate, not a guaranteed or locked forward rate.
  • Rate changes by third-party model providers may be passed through to you.
  • Published prices, quotes, savings estimators, and calculators are illustrative only. They are not quotations, forecasts, guarantees, or commitments, and confer no locked-in rate, including for active subscribers within a billing term.
  • Subscription pricing is more stable: we will provide at least 90 days' advance notice of a change to your per-seat subscription rate. This notice does not apply where a change or restriction results from use that is abusive, unlawful, or inconsistent with the intended use of the Service, which we may address immediately.

6.4 Taxes, refunds, and closure

Fees are exclusive of taxes, which you are responsible for. Prepaid Credits are non-refundable, except that any unused Credit balance is refundable upon closure of your account.

07

Model outputs and third-party models

The Service routes your requests to open and frontier models, some of which are operated by third-party providers. You understand and agree that:

  • Outputs are generated by machine-learning models and are provided "as is". We do not warrant that outputs are accurate, complete, current, lawful, non-infringing, or fit for any particular purpose. Models can produce incorrect or inappropriate content.
  • You are responsible for reviewing and validating outputs before relying on them, and for your use of any output, including in regulated, safety-critical, legal, medical, or financial contexts.
  • Where a request is served by a third-party provider, that provider processes the request as our subprocessor, and the provider's applicable terms may govern aspects of that processing. See the Privacy Policy for how data is handled in the Service.
08

Intellectual property

As between you and Prizmal, all content, features, functionality, trademarks, trade names, logos, and intellectual property in the website and the Service are owned by Prizmal Inc. or its licensors and are protected by Canadian, United States, and international law. Our core methods, including reasoning-efficiency measurement, disagreement-aware routing control, structured sparsity and layer sensitivity capping, and oracle-guided routing policies, are protected by a portfolio of provisional patents and trade secrets.

Your content. You retain all rights in the inputs you submit and, as between you and Prizmal, in the outputs generated for you, subject to the rights of third-party model providers in their models and to applicable law. You grant Prizmal the limited rights necessary to operate, secure, and support the Service and to route your requests to providers on your behalf, as described in the Privacy Policy.

Published research and field notes on the website may be read, quoted, and cited with attribution to Prizmal. Otherwise, you may not reproduce, distribute, modify, create derivative works of, republish, or transmit material from the website or the Service without our prior written consent, other than temporary copies incidental to permitted use.

09

Confidentiality

Some material, including detailed technical documentation, benchmarks, customer results, and pre-release research, is shared only on request and may be subject to a separate non-disclosure agreement. If you receive such material, you agree to keep it confidential, use it solely to evaluate or use the Service, not reverse engineer or attempt to derive source code or algorithms from it, and return or destroy it on request. These obligations survive the end of your access.

10

Availability and service levels

We aim to keep the Service available and reliable, and PrizmalSwitch is designed so that a provider outage does not become your outage. We target 99.9% availability of the routing layer per calendar month, excluding scheduled or emergency maintenance, third-party provider outages, and events outside our reasonable control (such as force majeure, network failures, or your own configuration).

This availability target is a good-faith operational commitment, not a warranty or guarantee (see the disclaimers in Section 12), and the Service is not offered with service credits: meeting or missing the target does not entitle you to a service-credit or refund remedy. Any different or additional service-level commitment, measurement method, or credit remedy is only that expressly set out in a separate signed agreement, plan, or order applicable to your account.

11

Performance figures and estimates

Benchmarks, reasoning-efficiency figures (R/E), and research results published by Prizmal come from internal testing under stated conditions. Results vary with hardware, model architecture, workload mix, and prompt distribution, and we do not guarantee that you will reproduce them. Savings estimators are illustrative models based on inputs you provide and are not quotations, forecasts, or commitments.

12

Disclaimers

The Service and all content, materials, information, models, outputs, and services provided on or through it are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, Prizmal disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty regarding the accuracy, reliability, or availability of the Service or of any model output.

13

Limitation of liability

To the maximum extent permitted by applicable law, in no event shall Prizmal, its directors, officers, employees, agents, affiliates, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, goodwill, use, or data, arising out of or in connection with these Terms or the Service, whether or not we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Prizmal's total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the greater of (a) the amounts you paid to Prizmal for the Service in the three (3) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100.00). Where a separate signed agreement applies, the liability limits in that agreement control for the software and services it describes.

14

Indemnification

You agree to defend, indemnify, and hold harmless Prizmal and its officers, directors, employees, contractors, agents, licensors, and suppliers from any claims, liabilities, damages, judgments, losses, costs, or fees, including reasonable legal fees, arising out of your inputs, your use of the Service or its outputs, your violation of these Terms or of any applicable provider policy or law.

15

Suspension and termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access as described in Section 05, or for non-payment, or if you materially breach these Terms.

On termination, your right to use the Service ends. Sections that by their nature should survive, including fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, survive termination. Any unused Credit balance is refundable on closure as described in Section 06.

16

Governing law and jurisdiction

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any action arising out of these Terms or your use of the Service shall be brought exclusively in the courts of the judicial district of Montreal, Quebec, and you consent to the personal jurisdiction and venue of those courts. For users located in the United States, the United Nations Convention on Contracts for the International Sale of Goods does not apply.

17

Changes, severability, entire agreement

We may modify these Terms at any time. Material changes update the effective date at the top of this page, and, where required, we will provide notice. Continued use of the Service after a change means you accept the updated Terms.

If any provision is held invalid or unenforceable, the remaining provisions stay in full force. These Terms, together with the Privacy Policy, any applicable plan or order, and any other legal notice we publish, are the entire agreement between you and Prizmal concerning the Service and supersede all prior communications on that subject.

18

Contact

Prizmal Inc.

Montreal, Quebec, Canada

legal@prizmal.ai

For how we handle personal information and data in the Service, see the Privacy Policy. For our position on custody and governance, see Trust.