Terms of Service

By accessing or using the PrismAdvisors LLC (“PrismAdvisors,” “we,” “us,” or “our”) website at prismadvisors.io (the “Website”) or by engaging our professional services, you agree to be bound by these Terms of Service (the “Terms”). If you do not agree to these Terms, you must not use our Website or services.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Website with an updated “Last Updated” date. Your continued use of the Website or services after any modifications constitutes your acceptance of the revised Terms.

PrismAdvisors is a marketing strategy and growth advisory firm based in Santa Fe, NM. Our services include, but are not limited to:

• Marketing strategy development and execution planning
• Growth advisory and revenue architecture consulting
• Digital transformation strategy and implementation guidance
• Brand positioning and market analysis
• Conversion optimization and customer acquisition frameworks
• Strategic consulting and business development advisory

The specific scope, deliverables, timelines, and fees for any engagement are set forth in individual Statements of Work (SOW), proposals, or service agreements entered into between PrismAdvisors and the client.

To use our Website and engage our services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into binding agreements on behalf of yourself or the entity you represent
• Provide accurate, current, and complete information when interacting with us

By using our Website or engaging our services, you represent and warrant that you meet all of the foregoing eligibility requirements.

All consulting engagements between PrismAdvisors and its clients are governed by individual Statements of Work, proposals, or service agreements (collectively, “Engagement Agreements”). These Terms serve as supplementary terms that apply in addition to any Engagement Agreement.

In the event of a conflict between these Terms and the provisions of a specific Engagement Agreement, the terms of the Engagement Agreement shall prevail with respect to the subject matter of that engagement.

No binding engagement is created merely by visiting our Website, submitting an inquiry, or receiving a proposal. An engagement is only established upon mutual execution of an Engagement Agreement by both parties.

5.1 Our Intellectual Property

All content, materials, features, and functionality on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video, data compilations, software, and the overall design and arrangement thereof, are the exclusive property of PrismAdvisors LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any material on our Website without our prior written consent, except for:

• Temporary storage in your computer’s RAM incidental to your accessing and viewing the content
• Storing files that are automatically cached by your web browser for display enhancement purposes
• Printing or downloading one copy of a reasonable number of pages for your own personal, non-commercial use

5.2 Client Work Product

Ownership and usage rights of work product created during consulting engagements shall be governed by the applicable Engagement Agreement. Unless otherwise specified in writing, PrismAdvisors retains ownership of its proprietary methodologies, frameworks, tools, and pre-existing intellectual property, while the client receives a license to use the deliverables as specified in the Engagement Agreement.

When using our Website, you agree not to:

• Use automated systems, bots, or scripts to scrape, crawl, or extract data from our Website without our express written permission
• Attempt to gain unauthorized access to any portion of the Website, other accounts, computer systems, or networks connected to the Website
• Misrepresent your identity, affiliation, or the purpose of your communication with us
• Use the Website or any information obtained from it to compete directly with PrismAdvisors or to solicit our clients or employees
• Interfere with or disrupt the Website’s infrastructure, servers, or networks
• Transmit any viruses, malware, or other harmful code through the Website
• Use the Website for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation
• Frame, mirror, or otherwise incorporate any portion of the Website into any other website or platform without our prior written consent

Both PrismAdvisors and our clients acknowledge that in the course of a consulting engagement, each party may receive or have access to confidential and proprietary information of the other party.

• Mutual Obligation: Each party agrees to hold confidential information in strict confidence and to not disclose it to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the services contemplated by the Engagement Agreement.
• Scope: Confidential information includes, but is not limited to, business strategies, financial data, client information, technical data, proprietary methodologies, and any other information designated as confidential or that a reasonable person would consider confidential.
• Exceptions: Confidentiality obligations do not apply to information that is publicly available, independently developed, received from a third party without restriction, or previously known to the receiving party.

For more detailed confidentiality terms, please refer to our Mutual Non-Disclosure Agreement, which may be executed separately as part of an engagement.

Payment terms for consulting services are specified in the applicable Engagement Agreement. Unless otherwise agreed in writing, the following default terms apply:

• Payment Schedule: Invoices are payable within thirty (30) days of the invoice date (Net 30)
• Late Payments: Overdue amounts shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of payment
• Currency: Unless otherwise specified, all fees are stated and payable in United States Dollars (USD)
• Expenses: Pre-approved out-of-pocket expenses incurred on the client’s behalf will be billed at cost with supporting documentation
• Suspension of Services: PrismAdvisors reserves the right to suspend services if payment is more than thirty (30) days overdue, upon written notice to the client

To the maximum extent permitted by applicable law:

• Cap on Liability: PrismAdvisors’ total aggregate liability to you for any and all claims arising out of or relating to these Terms, the Website, or our services shall not exceed the total fees paid by you to PrismAdvisors during the twelve (12) month period immediately preceding the event giving rise to the claim.
• No Consequential Damages: In no event shall PrismAdvisors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or loss of goodwill, regardless of the cause of action or the theory of liability, even if PrismAdvisors has been advised of the possibility of such damages.
• Exceptions: Nothing in these Terms shall limit liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited by applicable law.

You agree to indemnify, defend, and hold harmless PrismAdvisors LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Website in violation of these Terms
• Your breach of any representation, warranty, or obligation under these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any content or information you provide to PrismAdvisors that infringes on the rights of any third party

11.1 Website

The Website and all content, materials, information, and services provided on or through the Website are provided on an “as is” and “as available” basis, without any 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.

PrismAdvisors does not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

11.2 Consulting Services

PrismAdvisors provides its consulting services in a professional manner consistent with generally accepted industry standards and practices. While we strive to deliver high-quality strategic advice and deliverables, we do not guarantee specific business outcomes, revenue increases, or other particular results from our services. All projections, estimates, and forecasts provided are based on reasonable assumptions and professional judgment but are inherently uncertain.

PrismAdvisors may, in its sole discretion:

• Terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason, including if you breach any provision of these Terms
• Terminate or suspend a consulting engagement in accordance with the terms of the applicable Engagement Agreement

Clients may terminate consulting engagements in accordance with the termination provisions set forth in the applicable Engagement Agreement.

Upon termination, all provisions of these Terms which by their nature should survive shall remain in full force and effect, including but not limited to intellectual property provisions, confidentiality obligations, disclaimers, limitations of liability, and indemnification obligations.

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of Santa Fe, State of New Mexico. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue in such courts.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms. The remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

These Terms, together with any applicable Engagement Agreements, Statements of Work, proposals, and our Privacy Policy, constitute the entire agreement between you and PrismAdvisors with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and representations, whether oral or written.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and PrismAdvisors’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

If you have any questions about these Terms of Service, please contact us:

• Email: contact@prismadvisors.io
• Company: PrismAdvisors LLC
• Location: Santa Fe, NM, United States