1. Definitions
For purposes of these Terms:
- "Phronesis Platform" or "Service" means the Phronesis verified-correctness forecasting substrate, including the Hermes contract surface (REST and MCP-compatible API endpoints), the Mnemosyne canonical persistence layer, the Pythia forecast-mint substrate, the Themis canonical-correctness validation substrate, the Plutus financial substrate, and all related components.
- "Customer" means the person or entity that has accepted these Terms and uses the Service. Customer may be a human-SaaS subscriber (Path A or Path B per Customer's choice), an autonomous agent operating under Google Agent Payments Protocol (AP2) mandate authorization (Path A direct API), an agent operating on behalf of a human via agentic commerce checkout (Path B ACS-mediated), or an enterprise customer operating under a separate Master Service Agreement (T4 tier).
- "Account" means the Customer's registered access to the Service.
- "Forecast" means a probabilistic future-state prediction generated by the Service, including canonical-quantile estimates (p10/p50/p90), associated metadata (vertical, archetype, cost-attestation), and persistence to the Mnemosyne ledger.
- "AP2 Mandate" means a Verifiable Credential conforming to Google Agent Payments Protocol specifying authorization scope for an autonomous agent to transact on behalf of a Customer principal.
- "SPT" means Stripe Shared Payment Token, a payment instrument bound to an AP2 Cart Mandate at issuance time.
2. Service description
2.1 What Phronesis is
Phronesis is an AI-native verified-correctness forecasting platform covering eight verticals: energy transition, computing and AI infrastructure, healthcare, climate physical risk, regulatory environment, supply chains, space and space economy, and robotics. The Service mints probabilistic forecasts in response to Customer queries and persists them to a public-facing Calibration Scorecard for verifiable accuracy tracking over time.
2.2 What Phronesis is NOT
The Service does not constitute, and shall not be construed as:
- Investment advice. Forecasts are probabilistic future-state predictions, not investment recommendations. Customers using forecasts for investment, trading, or capital allocation decisions do so at their own risk.
- Legal, accounting, tax, or medical advice. Forecasts about regulatory, financial, or healthcare topics are informational projections, not professional advice. Customers should consult appropriately licensed professionals for such advice.
- A guarantee of future events. Probabilistic forecasts express uncertainty; canonical-quantile p10/p50/p90 estimates are not predictions of actual outcomes. Past calibration accuracy does not guarantee future calibration accuracy.
2.3 Service availability
Phronesis maintains the Hermes contract surface at 24/7 production availability via the Reserved VM cloud infrastructure deployment. Phronesis does not guarantee uninterrupted availability and may experience scheduled maintenance windows, third-party service interruptions (Stripe, Anthropic, Replit, ZenBusiness/Cloudflare), or unforeseen outages.
3. License grant
Subject to Customer's compliance with these Terms, Phronesis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Customer's internal business purposes during the term of Customer's active subscription or paid-up usage.
This license does not include the right to:
- Resell, sublicense, redistribute, or commercially exploit the Service or Phronesis-generated Forecasts
- Reverse engineer, decompile, or disassemble the Service
- Scrape, harvest, or systematically extract Forecasts beyond Customer's own usage
- Use the Service to develop a competing forecasting platform
- Remove proprietary notices or labels from Forecasts or Service output
- Use the Service in violation of applicable law
4. Customer obligations
4.1 Account security
Customer is responsible for maintaining the security of Customer's Account credentials, API keys, JWTs, and AP2 Mandate signing keys (where applicable). Customer must notify Phronesis immediately of any suspected unauthorized access or security incident. Phronesis is not liable for losses arising from Customer's failure to safeguard Account credentials.
4.2 Legitimate use
Customer agrees to use the Service only for legitimate business purposes consistent with applicable law. Customer specifically agrees not to use the Service to:
- Violate any applicable law, regulation, or third-party right
- Generate forecasts intended to manipulate markets, enable insider trading, or facilitate other unlawful financial activity
- Generate forecasts about specifically identified individuals in violation of privacy laws
- Attempt to circumvent rate limits, idempotency controls, or other technical safeguards
- Submit malicious payloads, attempt unauthorized access to other Customers' data, or disrupt Service operation
4.3 AP2 Mandate compliance for autonomous-agent customers
Autonomous agents operating on the Service via Path A direct API access must present valid AP2 Mandates (Intent Mandate plus Cart Mandate Verifiable Credentials) at the Hermes contract-middleware authorization gate. Mandates are verified at the middleware blocking gate (~2-5 second budget) before forecast minting proceeds. Agents must:
- Hold valid Mandates issued by an authorized principal
- Operate within the scope of authority granted by the Mandate
- Cease operation when Mandates expire or are revoked
- Not present Mandates of other principals
Phronesis verifies Mandate signatures cryptographically; Phronesis is not liable for actions taken by agents holding valid Mandates within Mandate scope, regardless of whether the agent's actions accord with the principal's actual intent.
4.4 Per-tenant data isolation
The Service enforces per-tenant data isolation at the boundary publish layer. Customer agrees not to attempt to access, query, or otherwise interact with data belonging to other Customers. Discovery of cross-tenant data access opportunities (whether intentional or inadvertent) must be reported to Phronesis support immediately.
5. Subscription tiers and pricing
5.1 Tier offerings
Phronesis offers four subscription tiers (T1 Starter, T2 Professional, T3 Team, T4 Enterprise) plus per-call usage pricing for autonomous-agent customers. Current tier dollar values, included usage allowances, overage rates, and per-call markup multipliers are published at the Phronesis pricing page on the Sustainable Finance Partners website.
5.2 Per-call agent-customer pricing
Per-call charges to autonomous-agent customers are calculated as inference cost-attestation (the actual Anthropic Haiku-4-5 inference cost per forecast, currently in the range of $0.0084 to $0.0151 per forecast) multiplied by the published markup multiplier (currently 33x; subject to change per Section 5.4). Per-call charges are issued at the time of forecast minting via Stripe meter events.
5.3 Stripe processing
All payments are processed by Stripe, Inc. By providing payment information, Customer authorizes Phronesis to charge the payment method via Stripe according to Customer's pricing tier and usage. Stripe processing fees and Stripe Climate contributions (currently 1% of revenue contributed to certified carbon-removal portfolios) are factored into Phronesis pricing.
5.4 Pricing changes
Phronesis may update subscription tier pricing, included usage allowances, overage rates, or markup multipliers from time to time. Changes affecting active subscriptions will be communicated by email at least thirty (30) days prior to the effective date. Customers may cancel before the effective date if Customer does not accept the change.
5.5 Taxes
Stripe Tax (Stripe's automated tax collection service, currently configured at the Complete tier) automatically calculates and collects applicable sales tax, VAT, GST, and other consumption taxes based on Customer's billing jurisdiction at the time of each transaction. Customer is responsible for any taxes not collected by Stripe Tax (e.g., income tax on forecast-derived income, withholding obligations applicable to Customer's jurisdiction).
6. Refunds
Refunds are governed by the Phronesis Refund Policy, available at the Refund Policy page on the Sustainable Finance Partners website and incorporated by reference into these Terms.
7. Intellectual property
7.1 Phronesis IP
All right, title, and interest in and to the Service, including the Phronesis platform substrate (Hermes, Pythia, Themis, Mnemosyne, Plutus, and all other Phronesis rings), the Phronesis methodology and substrate-architectural patterns, the Calibration Scorecard, the per-vertical archetype taxonomies, the cost-attestation curves, and the Phronesis brand and visual identity, are and remain the exclusive property of Sustainable Finance Partners, LLC.
Phronesis-generated Forecasts may be used by Customer for Customer's internal business purposes per Section 3 license grant. Customer does not acquire ownership of the Forecasts. Forecasts may be referenced or republished by Customer with proper attribution to Phronesis and a link to the Phronesis Calibration Scorecard for the referenced Forecast.
7.2 Customer inputs
Customer retains all right, title, and interest in and to the queries, prompts, parameters, and other inputs Customer submits to the Service. By submitting inputs to the Service, Customer grants Phronesis a non-exclusive, worldwide, royalty-free license to process such inputs for the purpose of providing the Service to Customer.
Phronesis may use anonymized, aggregated input patterns for improving the Service (per Section 2.2 of the Privacy Policy). Phronesis does not use Customer-identifying information from inputs for training or improving forecasting models without Customer's separate explicit consent.
7.3 Third-party intellectual property
Phronesis uses third-party services (Stripe, Anthropic, Replit, etc.) under those services' respective terms. Customer's use of Phronesis does not grant Customer any rights in third-party intellectual property except as expressly authorized by the applicable third-party terms.
8. Confidentiality
The Service may expose Customer to non-public information about Phronesis (substrate design, architectural decisions, vertical-specific methodology). Customer agrees to treat such information as confidential and not to disclose it to third parties except as necessary for Customer's authorized use of the Service. This confidentiality obligation survives termination of these Terms.
Phronesis treats Customer's account information and inputs as confidential per Section 2 of the Privacy Policy.
9. Disclaimers
9.1 No warranty of accuracy
Phronesis Forecasts are probabilistic predictions. Phronesis maintains a publicly-auditable Calibration Scorecard tracking historical accuracy of minted Forecasts against ground-truth resolution. Phronesis does NOT warrant that any specific Forecast will accurately predict the future outcome of the forecasted event. Customers should evaluate individual Forecasts in the context of historical calibration accuracy and Customer's own risk tolerance.
The "verified-correctness" architectural property of the Phronesis substrate refers to the substrate's ability to maintain audit-trail integrity, idempotency, per-tenant isolation, and canonical-correctness contract validation; it does NOT refer to any guarantee of Forecast accuracy.
9.2 No professional advice
Phronesis Forecasts do not constitute investment, legal, accounting, tax, medical, or other professional advice. Customer should consult appropriately licensed professionals for advice specific to Customer's situation.
9.3 As-is disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE. PHRONESIS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHRONESIS AND SUSTAINABLE FINANCE PARTNERS, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE) AND EVEN IF PHRONESIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PHRONESIS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100); OR (B) THE AMOUNT PAID BY CUSTOMER TO PHRONESIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Some jurisdictions do not allow exclusion or limitation of certain damages; in such jurisdictions, the above limitations apply to the maximum extent permitted by applicable law.
11. Indemnification
Customer agrees to defend, indemnify, and hold harmless Sustainable Finance Partners, LLC, Phronesis, and its officers, members, employees, contractors, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Customer's breach of these Terms
- Customer's use of the Service
- Customer's violation of applicable law in connection with use of the Service
- Customer's violation of any third-party right (including intellectual property right) in connection with use of the Service
- Forecasts generated based on Customer-supplied inputs that violate Section 4.2 legitimate-use obligations
12. Termination
12.1 By Customer
Customer may cancel Customer's subscription at any time via account settings or by contacting support. Cancellation takes effect at the end of the current billing period; Customer retains access through the paid-through date. See Refund Policy for refund eligibility.
12.2 By Phronesis
Phronesis may suspend or terminate Customer's Account immediately, with or without notice, if:
- Customer breaches these Terms
- Phronesis is required to do so by law
- Customer's use of the Service poses a security, fraud, or operational risk
- Customer's Account becomes delinquent in payment by more than thirty (30) days
Phronesis may terminate Customer's subscription at the end of the then-current billing period, with at least thirty (30) days advance notice, for any reason or no reason.
12.3 Effect of termination
Upon termination, Customer's license to access the Service ends. Phronesis may delete Customer's Account data per the retention provisions of the Privacy Policy. Sections of these Terms that by their nature should survive termination (intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, dispute resolution) shall survive.
13. Governing law and dispute resolution
13.1 Governing law
These Terms are governed by the laws of the State of Colorado, United States of America, without regard to conflict-of-law principles.
13.2 Informal resolution first
Before initiating formal legal proceedings, the parties agree to attempt good-faith informal resolution of any dispute. Customer should contact Phronesis support to describe the dispute; Phronesis will respond within thirty (30) days. If informal resolution is not achieved within sixty (60) days of initial contact, either party may proceed to formal dispute resolution.
13.3 Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved by informal good-faith resolution shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the seat of arbitration in Denver, Colorado. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding, subject only to limited grounds for vacatur under the Federal Arbitration Act.
13.4 Class action waiver
To the maximum extent permitted by applicable law, Customer and Phronesis each waive any right to participate in a class action, class arbitration, consolidated proceeding, or representative action. Disputes shall be resolved on an individual basis only.
13.5 Exceptions to arbitration
Notwithstanding Sections 13.3 and 13.4, either party may bring a claim in small-claims court for matters within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Denver County, Colorado, for breach of confidentiality, intellectual property, or to prevent imminent irreparable harm.
14. Changes to these Terms
Phronesis may update these Terms from time to time. Material changes will be communicated to active Customers by email at least thirty (30) days prior to the effective date of the change. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.
If Customer does not accept material changes, Customer's sole remedy is to cancel the subscription before the effective date of the change.
15. Miscellaneous
15.1 Entire agreement
These Terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement between Customer and Phronesis regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings (whether oral or written). For Enterprise (T4) Customers operating under a separate Master Service Agreement, the MSA terms supersede these Terms to the extent of any conflict.
15.2 Assignment
Customer may not assign or transfer these Terms or any rights or obligations hereunder without Phronesis's prior written consent. Phronesis may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
15.3 Severability
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent.
15.4 Waiver
Phronesis's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
15.5 Force majeure
Neither party shall be liable for delays or failures in performance arising from causes beyond its reasonable control, including without limitation natural disasters, acts of war or terrorism, pandemics, government actions, third-party service interruptions, or infrastructure failures.
15.6 Notices
Phronesis notices to Customer will be sent to the email address associated with Customer's Account. Customer notices to Phronesis should be sent to the support email address published on the Sustainable Finance Partners website Contact page.
16. Contact
For questions about these Terms:
Sustainable Finance Partners, LLC, DBA Phronesis
1944 Hudson Street
Denver, CO 80220
United States
Email: contact email per Sustainable Finance Partners website Contact page