Terms of Service

1. The agreement

These Terms are an agreement between you and Prized Inc., a Delaware corporation, [to confirm: mailing address] (“Prized”, “we”). They cover prized.dev, the dashboard, the prized CLI, the API, Boxes, Sandboxes and the other services we offer at prized.dev (the “Services”). They don't cover tools.prized.dev, which has its own terms.

The Privacy Policy and the Acceptable Use Policy (“AUP”) are part of these Terms. If you sign an order form with us, it controls where it conflicts with these Terms.

If you use the Services for a company, you accept these Terms for that company and confirm you can bind it. “You” then means the company. You must be at least 18.

You accept these Terms when you create an account (with Google, GitHub, the terminal sign-up, or a code we email you) or use the Services. If you ask an AI agent or other software to create an account for you, it acts on your behalf, and by giving it the code you accept these Terms.

2. Accounts and workspaces

• Workspaces. Every account belongs to a workspace. The person who creates a workspace is its owner. Only the owner can change the plan, buy credit, turn on overage, or close the workspace.
• Your people and agents. The owner can invite members and contractors, and can claim an email domain so that anyone with an address at that domain can join without approval. You are responsible for everyone in your workspace and for everything done with its accounts, API keys and agents, including what AI agents do for you.
• Security. Keep sign-ins and API keys secret. Tell us at hudson@prized.dev as soon as you suspect one is compromised. A key works until it expires or you revoke it, and a share link it created stays live until the link expires or you stop it.
• Accurate details. Keep a working email address on the account. We send billing, security and service notices there.
• One free trial per person and per company (Section 3.2 and the AUP).

3. Credit, plans and payment

3.1 How billing works. Boxes and Sandboxes are metered by the second and paid from a prepaid credit balance in your workspace. Current rates are on the pricing page and in the docs.

3.2 Trial credit. A new workspace gets free credit once (currently $30), with no card. Trial credit:

• has no cash value, can't be transferred or sold, and is never refunded or paid out;
• is available once per person, inbox and company. We may refuse or remove it where we believe that limit is being evaded, for example with aliased or throwaway inboxes or extra accounts;
• comes with usage limits listed in the docs (sizes, number of boxes and sandboxes, sandbox lifetime, sustained full-CPU use), which we may change;
• can lapse under the rollover rule in 3.3. We may change or end the trial offer at any time.

3.3 Plans. Monthly plans renew automatically each billing cycle and charge your card through Stripe until cancelled. Each cycle adds the plan's credit to your balance.

• Upgrade: charged right away, less the unused part of the old plan. Your renewal date moves to today.
• Downgrade: applies from the next cycle.
• Cancel: on the Billing page at any time. The plan stops at the end of the current cycle, and credit already added stays usable until it is spent or the workspace is erased.
• Rollover: unused credit carries over, up to two months of your plan's credit. Anything above that lapses when the next cycle's credit is added. Top-up and trial credit are spared that trim for two months after they are added.

3.4 Top-ups. The owner can buy one-time top-ups (currently $10 to $250). Top-up credit pays for usage only. It is not a deposit and has no cash value outside the Services.

3.5 Running out, and overage.

• Overage is off by default. With it off, boxes and sandboxes pause when your balance reaches zero. We write off usage your balance can't cover and don't turn it into a debt.
• If the owner turns overage on, usage continues past zero at the same rates, and you agree to pay it on your next invoice, or on a final invoice if the plan ends.
• Paused boxes keep their disks. Section 6 covers how long we keep data while a balance stays empty.

3.6 Failed payments and disputes. If a renewal fails on a plan that has paid before, your boxes keep running for 7 days while Stripe retries. After that, the balance is the limit again. A refund or chargeback removes the credit it paid for. While a dispute is open we pause the plan's billing and turn off overage, and if you lose the dispute we cancel the plan.

3.7 Price changes. We may change prices and plan rules. We will give at least 30 days' notice by email before a price increase applies to your plan's renewals, and you can cancel before then. We will also give at least 30 days' notice by email before we raise the metered rates for boxes or sandboxes; a decrease can apply at once.

3.8 Taxes. Prices exclude taxes. We collect sales tax, VAT and similar taxes where required.

3.9 Refunds. Payments are non-refundable, and closing a workspace doesn't refund the remaining balance, except where the law requires it or we agree in writing.

3.10 Custom plans. Negotiated amounts and startup deals come as a link (valid 30 days) or an order form. Once subscribed, they work like any other plan unless the order form says otherwise.

3.11 Payment processing. Stripe processes payments. We never receive or store your full card number.

4. Your content

• Ownership. “Customer Content” means the code, files, data, environments, secrets, prompts and command output that you or your agents put on or run through the Services. You own it. You give us a limited licence to host, copy, run, transmit and display it only to provide, secure and support the Services, to prevent abuse, and to comply with law.
• What our systems see. To run the Services we collect telemetry from your boxes and sandboxes (resource use, listening ports and the busiest processes). We keep command history, including output, for commands run with prized exec or the API for 30 days. Browser-terminal, phone and shared-port sessions pass through relays that can read them in transit. Authorized Prized staff can access the systems that run your machines for operations, security, support and abuse investigations, and that access can reach Customer Content. The Privacy Policy has the details.
• AI training. We don't use Customer Content to train AI models.
• Your responsibility. You control what runs on your boxes (with root) and sandboxes. You are responsible for your Customer Content and for code run by you, your members, your agents and your own users (for example, code your product sends to a sandbox), and for having the rights to it.
• Backups are your job. Some deletions can't be undone (Section 6). Our internal backups exist to recover the platform and are not a restore service for you. Keep your own copies of anything important.
• Usage data and feedback. We may use data about how the Services are used (not Customer Content) to run, secure and improve them, and publish aggregate statistics that don't identify you. If you send feedback, we may use it freely.
• Legal requests. If we receive legal process for your data, we will tell you unless the law or the request forbids it.

5. Beta features

Sandboxes, and anything we label beta, alpha or preview (including infinite-storage boxes), are provided “as is”. They may change, break or be withdrawn without notice and have no uptime commitment. For Sandboxes today:

• They run only in us-west-2 (Oregon).
• A sandbox is deleted when you delete it or its lifetime ends (24 hours at most, 60 minutes on trial credit), even while paused, and can't be restored.
• Sandboxes have unrestricted outbound internet access. You are responsible for traffic and actions coming from your sandboxes, including when they run code you didn't write or haven't read.

6. Closing your account and deleting data

• Close. The owner can close the workspace under Settings → Data and privacy. At once the plan is cancelled, every box is paused, API keys and other access are revoked, and other members are removed. The workspace is kept for 30 days, and the owner can reopen it during that time. Sandboxes still end on their normal schedule, and records with their own retention period (see the Privacy Policy) still age out. After 30 days the workspace is erased.
• Erase now. The owner can skip the 30 days. Erasing is immediate and can't be undone. Overage owed is billed on a final invoice.
• Balance. Remaining credit is not refunded on close or erase (Section 3.9).
• What erase removes and what survives. Erasing deletes the workspace's boxes, disks, snapshots, secrets, environments, tokens, members, command history, audit log, usage records and policies. Some records survive for limited periods, such as backups, logs, analytics and billing records at Stripe. The Privacy Policy lists them and how long each is kept.
• Deleting a box. We keep a final snapshot for 7 days so you can undo, except for a box deleted within an hour of creation, a box in deep sleep, an infinite-storage box, or any box under zero data retention.
• Empty balance. If your boxes are paused because your balance is empty, we keep their disks and will contact you before releasing any of them. After 90 days at a zero balance, we may delete paused boxes, with at least 14 days' notice to the owner by email first.
• Export. We don't export data for you. Copy data off your machines with the CLI, SSH or API at any time before deletion.

7. Suspension and termination

7.1 By you. You can stop using the Services and close your workspace at any time.

7.2 Suspension by Prized. We may pause or restrict all or part of a workspace, without prior notice when needed, if:

• your balance is empty (3.5), or a failed payment is past its grace period (3.6);
• we reasonably believe the AUP or these Terms have been broken. Some holds are automatic: our systems pause every box and sandbox in a workspace when they detect cryptocurrency mining, or, on trial credit, one process running at full CPU for 30 minutes;
• your use puts the Services, other customers or third parties at risk, or could expose us to liability; or
• the law or a valid legal request requires it.

We will tell you why when we can and restore access once the issue is resolved. Paying does not lift an abuse hold, except the trial-credit CPU pause, which ends when you start a plan; email hudson@prized.dev for a review. A suspension does not by itself delete data.

7.3 Termination by Prized. We may end these Terms or your access (a) for a material or repeated breach, including AUP violations and non-payment; (b) if the law requires it; or (c) for any other reason with at least 30 days' notice. If we end them under (c), we will refund unused paid credit. We may remove trial credit and any credit obtained by abuse. If we end your access for serious abuse, the 30-day close window in Section 6 may not apply; otherwise it does.

7.4 What survives. Amounts owed, and Sections 4 and 8 to 15, survive termination.

8. Third-party services and AI agents

The Services work with software and services you choose, such as Claude Code, Codex, GitHub, AI model providers and your own cloud accounts. Your agreements with those providers govern your use of them, and we aren't responsible for them. Your agents' sign-ins go from your machine to your box and are used under your accounts with those providers; you are responsible for following their terms, including any limits on running their tools on cloud machines. AI output can be wrong, so review it.

9. Availability and security

• We work to keep the Services available and secure, but we offer no service level agreement or uptime commitment unless an order form says otherwise.
• We use reasonable technical and organizational measures to protect Customer Content (summary in the Privacy Policy). No system is perfectly secure. We have not completed a SOC 2 audit. If we confirm a breach of your Customer Content, we will notify affected customers without undue delay.
• Report vulnerabilities to hudson@prized.dev. Good-faith testing within the AUP's rules is welcome.

10. Disclaimers

Except as these Terms expressly say, the Services are provided “as is” and “as available”. To the extent the law allows, Prized disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, secure, error-free or free of data loss.

11. Limitation of liability

To the extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if warned they were possible.
• Each party's total liability under these Terms is limited to the greater of (a) what you paid Prized in the 12 months before the claim and (b) US$100.
• These limits don't apply to your payment obligations, your indemnity obligations, or your breach of the AUP.

12. Indemnity

You will defend Prized against third-party claims arising from your Customer Content, from use of the Services that breaks these Terms or the AUP, or from code run in your workspace (including by your agents and your users), and pay the resulting damages and reasonable costs.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Disputes go to the state or federal courts in San Francisco County, California, and both parties consent to their jurisdiction.

14. Changes to these Terms

We may update these Terms. We will post the new version with its date. For a material change, we will email the workspace owner at least 30 days before it applies, unless the change is required by law or covers only a new feature. Using the Services after the change takes effect means you accept it; if you don't, close your workspace before then.

15. General

• Sanctions and export. You won't use the Services from a sanctioned country, for a sanctioned person, or in breach of export laws.
• Assignment. You may not assign these Terms without our consent, except to a successor to your business. We may assign them in a merger, acquisition or sale of assets.
• Publicity. We won't name you as a customer publicly without your permission.
• Notices. To us at hudson@prized.dev; to you at your workspace's email address.
• Everything else. These Terms, the Privacy Policy, the AUP and any order form are the whole agreement. If a provision is unenforceable, the rest still applies. Not enforcing a right isn't a waiver. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors.

Contact

Prized Inc., [to confirm: mailing address]. hudson@prized.dev