Legal

Terms of Service

By creating a Phronesis account, accessing the Service through its API or MCP contract surface, completing an agentic-commerce checkout, or otherwise using the Service, you agree to these Terms. Where the Service is accessed by an automated agent, the principal on whose behalf the agent acts is the Customer and is bound by these Terms; the agent's access constitutes the principal's acceptance to the extent permitted by applicable electronic-transactions law.

Effective Date2026-10-06
Last Updated2026-10-08
Versionv1.2
OperatorSustainable Finance Partners, LLC, a Colorado limited liability company, doing business as Phronesis
JurisdictionColorado law; AAA arbitration in Denver
Version note: v1.2 adds §4.6 (consequential decisions about individuals), §5.4 (agent-native payment), corrects §5.2 and §12.1 to the published price list and the support cancellation path, and removes retired references. Updated 2026-10-06: corrects cross-references and states minting availability by reference to the published price list; no change to rights or obligations. Updated 2026-10-08: states the operator's trade name (doing business as Phronesis); no change to rights or obligations.

1. Definitions

For purposes of these Terms:

2. Service description

2.1 What Phronesis is

Phronesis is the agentic economy's decision-assurance layer: a neutral substrate where agents and enterprises verify intent, price uncertainty, evaluate counterparties, coordinate transactions, and insure outcomes before acting. The atomic product is the Decision Asset (defined in Section 1). The Service is offered across the applied verticals published at phronesisintel.com/verticals, with V#0 AI Industrial Mobilization & Situational Awareness as the meta-vertical. The Service mints Decision Assets and persists them to the Record (Market Memory), whose public Calibration Scorecard tracks accuracy over time; minting at Customer's request is available where the published price list shows it as live. Forecasting is the entry primitive, not the product.

2.2 What Phronesis is NOT

The Service does not constitute, and shall not be construed as:

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 (payment processing, model inference, hosting, or network providers), 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 during the term of Customer's active subscription or paid-up usage. Customer's rights in its own Decision Assets are set out in Section 7.1A and are not limited by this Section 3. This license does not include the right to:

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:

4.3 Authority model for autonomous agents

Phronesis authenticates the calling agent by Authority Credential. Where Phronesis has enabled mandate verification for an endpoint, Delegated-Authority Evidence presented by an agent is verified and bound to the authenticated caller, principal, resource, budget, and action class as evidence of delegated authority; authorization is determined by Phronesis policy, never by the content of a model output. Until Phronesis publishes that mandate verification is enabled for an endpoint, Delegated-Authority Evidence is recorded as evidence and does not itself authenticate the agent. Customer is responsible for (i) the authority its agents actually hold, (ii) operating within it, and (iii) ceasing operation when it lapses or is revoked. Each Decision Asset records what was authenticated, what authority was presented, which policy version ran, and what Action Boundary resulted.

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.

4.6 Consequential decisions about individuals

Phronesis outputs forecast events, markets, sectors, and entities. Customer shall not (a) submit personal data about an identified or identifiable natural person to the Service, or (b) use any Phronesis output as a factor in a decision that produces legal or similarly significant effects concerning a natural person — including decisions about education, employment, housing, credit or lending, insurance, health care, or essential government services — except under a written Consequential-Use Addendum executed by both parties. Counterparty Passports describe entities, software agents, and model versions; they do not describe natural persons. Customer is solely responsible for determining whether any law governing automated decision-making applies to Customer's own use.

5. Subscription tiers and pricing

5.1 Tier offerings

Phronesis offers the subscription tiers, per-call pricing, included usage allowances, and materiality class (Standard, Deep, Strategic) published in the canonical machine-readable price list at https://api.phronesisintel.com/.well-known/pricing.json (mirrored at https://phronesisintel.com/pricing.json) and on the Phronesis pricing page. Usage beyond a plan's included allowances is either unavailable or charged at the per-request prices in that price list; Phronesis does not charge usage at any rate that is not published there. Enterprise and outcome-conditional engagements are governed by a separate Master Service Agreement or Statement of Work where the price list so indicates.

5.2 Per-call agent-customer pricing

Per-request charges, where offered, are the prices stated in the published price list and pricing page at the time of the request, issued at the time of minting. The underlying inference substrate is governed by the subprocessor disclosure in the Privacy Policy and may change without altering the customer-facing materiality class (Standard, Deep, Strategic) abstraction.

5.3 Stripe processing

Payments are processed by Stripe or, where offered under §5.4, over the x402 protocol. By providing payment information, Customer authorizes Phronesis to charge the payment method via Stripe according to Customer's pricing tier and usage. Sustainable Finance Partners commits 1% of its revenue to carbon removal through Stripe Climate.

5.4 Agent-native payment

Where offered, Customer (including an automated agent acting for Customer) may pay per-request charges in a supported U.S.-dollar stablecoin over the x402 protocol. Such payments are final upon network settlement, are denominated and recorded in U.S. dollars at the stated price, and are governed by this Agreement and the Refund Policy. A purchase entitles Customer to the specific version of the Decision Asset identified by its content digest; re-reading that version incurs no further charge until it is superseded. Requests bearing the same purchase_id within 72 hours are treated as one purchase. Phronesis holds no customer wallet keys and does not initiate outbound payments.

5.5 Pricing changes

Phronesis may update pricing, allowances, or tier structure from time to time. Changes affecting active paid subscriptions will be communicated by email at least thirty (30) days before the effective date; Customer may cancel before the effective date if Customer does not accept the change. Per-call prices for autonomous-agent usage apply as published at the time of each call.

5.6 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 Platform IP

Phronesis and Sustainable Finance Partners, LLC retain all right, title, and interest in and to the Service, the platform substrate and its components, the Phronesis methodology and scoring standard, the Calibration Scorecard, the Record (Market Memory) as a whole, all aggregate and derived data, the per-vertical archetype taxonomies, the cost-attestation curves, and the Phronesis brand and visual identity.

7.1A Customer's Decision Assets

As between the parties, each Decision Asset minted at Customer's request is Customer's record. Customer holds all right, title, and interest that Phronesis is able to grant in that Decision Asset instance, and Phronesis grants Customer a perpetual, irrevocable, worldwide, royalty-free license to cite, reuse, dispute, settle against, export, verify, and — with attribution to Phronesis and a link to the Decision Asset's public verification surface — republish it.

7.1B Phronesis's use of Customer's Decision Assets

Customer grants Phronesis a non-exclusive, perpetual license to (i) retain Customer's Decision Assets in the Record for verification and Resolution scoring, and (ii) use de-identified, aggregated data derived from them to operate, calibrate, benchmark, and improve the Service and the Decision Asset standard. Phronesis will not license, sell, or disclose any identifiable Customer Decision Asset to a third party except at Customer's direction (including to Customer's insurer or counterparty), as required by law, or as the Privacy Policy permits.

7.1C Neutrality

No Customer may purchase, and Phronesis will not sell, a more favorable Action Boundary, calibration record, or Calibration Scorecard treatment.

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 de-identified, aggregated input and usage patterns to operate, calibrate, benchmark, and improve the Service and the Decision Asset standard, subject to Section 7.1B and the Privacy Policy. Phronesis does not use Customer-identifying information to train or improve models without Customer's separate explicit consent. Where Phronesis uses de-identified data, Phronesis takes reasonable measures to ensure the data cannot reasonably be associated with an individual or a Customer, commits to maintain and use such data only in de-identified form, and contractually requires any recipient of such data to do the same.

7.3 Third-party intellectual property

Phronesis uses third-party services (the service providers listed in Privacy Policy §3.1) 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

Non-public information that Phronesis marks or reasonably identifies as confidential (for example, unpublished methodology detail or non-public commercial terms) shall be held in confidence by Customer and used only for Customer's authorized use of the Service. Information published on any Phronesis surface — including the API specification, discovery files, the Decision Asset specification, and the Calibration Scorecard — is not confidential. Phronesis treats Customer's account information and inputs as confidential per the Privacy Policy. This Section survives termination.

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 record-integrity properties of the Service (content addressing, anchoring, idempotency, per-tenant isolation, and contract validation) refer to the integrity of the Record, not to the accuracy of any Forecast or the correctness of any Action Boundary.

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.

9.4 Decision Assets are attestations, not guarantees

A Decision Asset attests to the method used, the evidence and authority presented, the policy version that ran, and the resulting Action Boundary, and it records how the Forecast resolved against its frozen resolution rule. It is not a warranty that any action is correct, lawful, profitable, or safe; it is not insurance; and it is not an assumption of Customer's or any agent's obligations. Phronesis enables third parties to price, guarantee, or insure outcomes; Phronesis does not itself guarantee, underwrite, or insure any outcome. Calibration records are honest-empty until outcomes resolve and are never presented as a grade Phronesis awards itself.

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.

Customer is solely responsible for any action taken by Customer, or by any agent acting for Customer, in reliance on a Decision Asset, including actions within an Action Boundary marked as not requiring human ratification. The Action Boundary is Phronesis's attestation of the boundary its policy computed from the evidence and authority presented; it is not authorization from Phronesis to act and does not transfer responsibility for the act.

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:

12. Termination

12.1 By Customer

Customer may cancel at any time 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:

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. Customer may export its Decision Assets in the published portable format at any time during the term and for ninety (90) days after termination. Anchored Decision Assets and their Resolution records are retained in the Record and remain independently verifiable notwithstanding termination; Phronesis may delete other Account data per the retention provisions of the Privacy Policy. Sections of these Terms that by their nature should survive termination (intellectual property including Section 7.1A, confidentiality, disclaimers, limitation of liability, indemnification, governing law, dispute resolution) 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 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. Any assignee of these Terms assumes Phronesis's obligations to maintain the Record and Customer's export rights under Sections 7.1A and 12.3.

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 support@phronesisintel.com.

16. Contact

For questions about these Terms:

Sustainable Finance Partners, LLC, doing business as Phronesis
5401 S Race CT
Greenwood Village, CO 80121
United States

Email: support@phronesisintel.com