Terms of Service

Document version: 1.1 · Effective: June 10, 2026

Prospectr Marketing Inc (DBA Prospectr Digital), a Minnesota corporation founded in 2006. Address: 3508 W 22nd St, Minneapolis, MN 55416, USA. Phone: (612) 294-8715. Email: info@prospectrdigital.com. Tagline: Every Channel. One Team. Engineered for Performance.
Download the full Terms of Service (v1.1, PDF).

Entity. Prospectr Marketing Inc (DBA Prospectr Digital), a Minnesota corporation (“Prospectr,” “we,” “us”), operating the Sovereign and Steward services (the “Services”).

These Terms of Service (the “Terms”) govern your access to and use of the Sovereign and Steward websites, marketing surfaces, portal accounts, free-tier features, and the self-serve Steward subscription tiers (Starter, Growth, Pro) when purchased through public checkout without a signed Master Services Agreement.

For paying customers under an executed Master Services Agreement ("MSA") and Order Form, the MSA + Order Form supersede these Terms to the extent of any conflict, except for the AUP (incorporated by both) and the Privacy Policy (which applies uniformly to all users).

By creating an account, clicking “I agree,” signing an Order Form, or otherwise using the Services, you (“Customer,” “you”) agree to these Terms and to the documents incorporated by reference: the AUP, the Privacy Policy, and, where applicable, the DPA and the MSA.

If you accept on behalf of an organization, you represent that you have authority to bind that organization.

1. Definitions

• AUP — the Acceptable Use Policy.
• Authorized Users — employees, contractors, or agents you authorize to use the Services.
• Customer Data — any data, content, prompts, configuration, files, or material you provide to, store in, or generate through the Services.
• Input — prompts and content you submit to a model or agent.
• Order Form — an ordering document specifying Services, fees, term, and any deviations.
• Output — content returned by a model or agent in response to an Input.
• Sovereign — the customer-hosted deployment tier.
• Steward — the Prospectr-hosted multi-tenant SaaS tier.
• Third-Party Provider — Anthropic, OpenAI, Google, AWS, Azure, Stripe, etc.

2. Account creation and eligibility

• You must be at least 18 and able to form a binding contract.
• You must provide accurate information and keep it current.
• You are responsible for safeguarding credentials and for activity under your account, including by your Authorized Users.
• Notify us at security@prospectrdigital.com of any unauthorized access or suspected compromise.

We may refuse, suspend, or terminate accounts we reasonably believe are fraudulent, abusive, or in violation of these Terms or the AUP.

3. Description of services

3.1. Sovereign (customer-hosted)

Sovereign delivers the agent runtime, skills, and admin console into your own cloud account (AWS, GCP, or Azure). You own the infrastructure, keys, data plane, and network perimeter. Prospectr provides licensed software, deployment automation, documented APIs and skills, and support per the Order Form.

3.2. Steward (Prospectr-hosted)

Steward is a managed, multi-tenant skills library on Prospectr-operated infrastructure. You log in, select between 1 and 5 skills (per tier), configure them against your data, and Prospectr runs them on a schedule.

3.3. Beta features

Features marked “beta,” “preview,” or “experimental” are provided AS IS and excluded from any service-level commitment.

4. Subscription term, renewal, cancellation

4.1. Term

Unless an Order Form states otherwise, the initial term is twelve (12) months from activation. Self-serve Steward subscriptions default to month-to-month.

4.2. Auto-renewal

Subscriptions automatically renew for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Month-to-month Steward subscriptions may be cancelled from the console at any time, effective at the end of the current billing cycle.

4.3. Fees and payment

• Fees are stated in the Order Form or on the public pricing page.
• Subscription fees: monthly in advance. Pass-through fees (LLM tokens, infrastructure, custom skill hours): monthly in arrears.
• Payment is processed by Stripe. Order Form invoices not via Stripe are due NET-15. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law.
• Fees are non-refundable except as set out in Section 4.4.

4.4. Refunds

• Self-serve Steward, month-to-month: no pro-rata refund; access through end of cycle.
• Self-serve Steward, annual prepay: within 14 days of purchase, full refund minus usage. After 14 days, no refund.
• Sovereign deployments and Order Form subscriptions: non-refundable except as set out in the Order Form or required by law.
• SLA credits: where the SLA add-on applies and we miss the contracted uptime, the SLA credit is the sole and exclusive remedy.

5. Intellectual property

5.1. Platform ownership

Prospectr retains all right, title, and interest in the Services, the Documentation, the agent runtime, the skills code, our trademarks, and any improvements.

5.2. Your data, Inputs, and Outputs

As between you and Prospectr, you own Customer Data, Inputs, and Outputs. You grant Prospectr a non-exclusive, worldwide, royalty-free license to host, process, transmit, copy, display, and modify your Customer Data, Inputs, and Outputs solely to provide and improve the Services, comply with law, and respond to support requests.

5.3. Use of customer data for service improvement

Prospectr will not, and will not permit any Third-Party Provider to, use raw Customer Inputs or Outputs to train any generative AI model used to provide the Services or any other product, without prior written consent. Prospectr may use de-identified, aggregated data derived from the Services to operate, secure, and improve the Platform, provided such data does not identify Customer or Customer’s end users. Customer may opt out of this aggregated-data use by sending written notice to legal@prospectrdigital.com at no additional fee. This mirrors MSA §7.4.

5.4. Feedback

If you provide feedback, you grant Prospectr a perpetual, irrevocable, royalty-free license to use it to improve the Services.

5.5. License to use

Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes during the subscription term.

6. AI output disclaimer

The Services use generative AI. Output is probabilistic, not deterministic. It may be incorrect, incomplete, biased, or misleading. Output is not professional advice (legal, medical, financial, tax) and should not be relied on as such.

You are solely responsible for:

• Reviewing Output before any consequential use;
• Verifying factual claims, citations, and calculations;
• Determining whether Output is fit for your particular use case;
• Complying with applicable disclosure rules (e.g., EU AI Act transparency) when Output is shown to third parties.

7. Acceptable use

Your use is governed by the AUP, which is incorporated by reference. A material breach of the AUP is a material breach of these Terms.

8. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). Each party will use the other’s Confidential Information solely to perform under these Terms and protect it with at least reasonable care. Confidentiality obligations survive three (3) years after termination.

9. Warranties and disclaimers

We warrant that during the subscription term, the Services will perform materially as described in the Documentation. If we breach this warranty and fail to cure within thirty (30) days of written notice, your exclusive remedy is to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THE ACCURACY OR FITNESS-FOR-A-PARTICULAR-PURPOSE OF ANY MODEL OUTPUT.

10. Indemnification

By Prospectr. We will defend you against any third-party claim that the Services, as provided by us and used by you in accordance with these Terms, infringe a U.S. patent, registered copyright, or trademark. We may, at our option, procure a license, modify the Services to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees.

By Customer. You will defend us against any third-party claim arising out of your Customer Data, Inputs, or Outputs; your breach of these Terms or the AUP; your violation of law; or your combination of the Services with non-Prospectr products or data not contemplated by the Documentation.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.

EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Excluded from this cap: breach of intellectual-property provisions, breach of confidentiality, indemnification obligations, payment obligations, and liability that cannot be limited by law.

12. Termination

Either party may terminate at end of term per Section 4. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) days (or immediately for AUP breaches that pose imminent risk), or becomes insolvent.

On termination: you stop using the Services; pay any outstanding fees; we return or delete Customer Data per the DPA and the export window (60 days for Steward). On Sovereign, your data remains in your cloud account.

13. Governing law and dispute resolution

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

Informal resolution. Before formal proceedings, the parties will attempt good-faith negotiation for at least thirty (30) days.

Arbitration. If informal resolution fails, any unresolved dispute will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Minneapolis, Minnesota, before a single arbitrator. (Mirrors MSA §14.2.)

Class action waiver. Both parties waive any right to bring or participate in a class, collective, or representative action.

Opt-out. You may opt out of arbitration and the class-action waiver by emailing legal@prospectrdigital.com within thirty (30) days of first accepting these Terms.

Equitable relief. Either party may seek injunctive or equitable relief in the state or federal courts of Hennepin County, Minnesota to protect intellectual property or Confidential Information.

14. Force majeure

Neither party is liable for failure or delay (other than payment) caused by acts of God, war, terrorism, civil unrest, governmental action, labor dispute, power or telecom failure, internet failure, cloud-provider or model-provider outage, pandemic, or natural disaster.

15. Modifications to these Terms

We may update these Terms from time to time. Material changes will be communicated at least thirty (30) days in advance by email and in-product notice. If a material change is unacceptable, you may terminate before the effective date and receive a pro-rata refund of prepaid, unused fees for the affected subscription.

16. General

• Entire agreement. These Terms, the AUP, the Privacy Policy, the DPA (where applicable), and any Order Form or MSA constitute the entire agreement.
• Order of precedence (matches MSA §15.4). DPA » Order Form » MSA » AUP » Privacy Policy. These Terms apply only to users not under an executed MSA + Order Form.
• Severability. Unenforceable provisions are severable.
• Waiver. Failure to enforce a right is not a waiver.
• Assignment. You may not assign without our consent, except to an affiliate or successor in M&A. We may assign in M&A.
• Notices. Notices to Prospectr: legal@prospectrdigital.com.
• Electronic signature. Clicking “I agree,” signing an Order Form via e-signature, or otherwise affirmatively assenting constitutes a valid electronic signature under the E-SIGN Act (15 U.S.C. §7001 et seq.) and UETA as adopted in Minnesota.

17. Contact

Prospectr Marketing Inc (DBA Prospectr Digital)
3508 W 22nd St · Minneapolis, MN 55416 · USA
(612) 294-8715 · legal@prospectrdigital.com · info@prospectrdigital.com