Legal

Terms of Service

Effective: [DATE]  ·  Last updated: [DATE]

1. Agreement to these terms

These Terms of Service (the "Terms") are a binding agreement between you and [Protagonist Communications LLC], a [Utah limited liability company] ("Protagonist," "we," "us"). They govern your use of our websites, software, content, and services.

By creating an account, purchasing a product, accessing MessageOS, or using any part of our services, you agree to these Terms. If you don't agree, don't use the services.

If you're accepting on behalf of a company, you represent that you have authority to bind that company, and "you" means that company. If you don't have that authority, don't accept.

You must be at least 18 and legally able to enter contracts.

2. What's covered, and what wins when documents conflict

These Terms cover:

  • MessageOS at [app.protagonistcomms.co], including its API and MCP server
  • Message Guard message audits and reports
  • The Ultimate Product Differentiation Guide (UPDG) and the Realtime Differentiation Assistant
  • The Differentiate or Die Challenge and other workshops and sprints
  • [protagonistpmm.com] and our other marketing sites

Order of precedence. If documents conflict, they control in this order:

  1. A signed Master Services Agreement or Statement of Work between us
  2. A signed Order Form or Enterprise Agreement
  3. A signed Data Processing Addendum, for data protection matters
  4. Program-specific terms, including the Challenge Terms in Section 6
  5. These Terms
  6. Our Privacy Policy, for privacy matters

Anything not addressed by a higher document is governed by the one below it.

3. Definitions

  • Workspace — a container in MessageOS holding a single brand's Message Playbook, content, and reports.
  • Workspace Content — everything you or your team load into a Workspace: Message Playbooks, brand system prompts, key messages, product and feature descriptions, drafts, uploaded marketing materials, and competitor content you supply.
  • Output — scores, reports, rewrites, generated copy, and other material MessageOS produces in response to your inputs.
  • Protagonist Materials — the software, models, prompt architecture, scoring methodology, the Protagonist 3-Lever Differentiation Framework, templates, guides, course materials, documentation, and everything else we provide or make available that isn't your Workspace Content or Output.
  • Users — the individuals you authorize to access your account.

4. Accounts, Workspaces, and Users

Your account. Keep your credentials confidential and your account information accurate. You're responsible for everything that happens under your account, including anything your Users do.

Workspace administration. Workspace admins can invite and remove Users, view Workspace Content and activity, and export or delete data. If your employer or client provisioned your account, they control it and can access what's in it.

Seats and limits. Your plan or engagement sets the number of Users, Workspaces, and usage volume available to you. Don't share individual logins across people — add seats instead.

Security. Enable multi-factor authentication where we offer it. Tell us promptly at [security@protagonistpmm.com] if you suspect unauthorized access.

5. Fees, billing, renewal, and cancellation

Fees. You agree to pay the fees for the plan or product you purchase, as shown at checkout or on your Order Form. Fees are in US dollars and exclusive of taxes, which you're responsible for except taxes on our income.

Payment processing. Card payments are handled by our payment processor. We don't store full card numbers. You authorize us to charge your payment method for all fees when due.

Automatic renewal. Subscriptions renew automatically for successive periods of the same length — monthly plans monthly, annual plans annually — at the then-current rate, until you cancel. We'll send renewal notice where the law requires it.

Cancellation. You can cancel any time from your account settings or by emailing [billing@protagonistpmm.com]. Cancellation takes effect at the end of your current billing period. You keep access until then.

Refunds. Fees are non-refundable except where required by law, where an Order Form says otherwise, or under the Challenge guarantee in Section 6. We don't provide refunds or credits for partial periods, unused seats, or periods where you didn't use the service.

Price changes. We can change pricing with at least [30] days' notice before the change applies to your next renewal. If you don't accept, cancel before renewal.

Late payment. If a payment fails, we may retry, suspend access after [10] days' notice, and charge interest at the lesser of 1.5% per month or the legal maximum, plus reasonable collection costs.

Free tiers, trials, and lead magnets. We may offer free access, trials, and free resources like the UPDG and Message Guard. We can change or discontinue them at any time. Free offerings are provided as-is, without any service commitment, and Sections 16 through 19 apply to them fully.

6. The Differentiate or Die Challenge

The Challenge is a fixed-fee program of [$2,500] with a conditional earn-back. These terms are specific — read them before enrolling.

What you get. A three-day StoryBrand Certified message workshop, done-for-you homepage copy, MessageOS account setup and activation, and two weekly check-in calls, as described on the enrollment page.

The earn-back. If you complete every required action within the [14]-day program window, you earn [$2,500] in credit toward a future Protagonist or MessageOS engagement.

This is credit, not a cash refund. It has no cash value, cannot be redeemed for money, and cannot be transferred or assigned.

Required actions. All of the following:

  1. Attend all three workshop days
  2. Activate your MessageOS account within 48 hours of the final workshop day
  3. Replace at least 10 pieces of customer-facing messaging
  4. Publish content at least 5 times per week for the program duration
  5. Set up your clarity dashboard in MessageOS
  6. Publish two LinkedIn posts about the experience
  7. Submit a before-and-after screenshot
  8. Record a short testimonial
  9. Attend both weekly check-in calls

Terms of the earn-back.

  • All or nothing. Missing any single requirement forfeits the credit. There's no partial credit.
  • Completion is verified by us. We review the evidence you submit and confirm completion in writing. Our determination is final, made in good faith. We may request reasonable proof.
  • Deadline. Evidence of completion must be submitted within [7] days of the program window closing.
  • Credit expires [12] months from the date we confirm it.
  • The credit applies to fees only, on a single engagement, and can't be combined with other discounts or promotions.
  • You grant us a license to use the testimonial, the before-and-after screenshot, and your LinkedIn posts in our marketing. That license survives termination. See Section 12.
  • Postponement or withdrawal. If you withdraw or miss the workshop, the fee is non-refundable and no credit is earned. If we reschedule the program, we'll extend your window by the equivalent time.

If any part of this section conflicts with a Challenge enrollment page or program addendum, the signed enrollment document controls.

7. Professional services

Consulting engagements, Message Guard audits, workshops, sprints, and custom work are governed by a separate Master Services Agreement and Statement of Work, which set scope, deliverables, timelines, fees, deliverable ownership, and any filming or promotional-use release. Where an MSA exists, it controls over these Terms for that engagement.

Where no MSA is signed, these Terms govern, deliverables are provided on acceptance of final payment, and you receive the ownership rights described in Section 10.

8. Acceptable use

Don't do any of the following, and don't let your Users do it:

With the service:

  • Reverse engineer, decompile, or attempt to derive our source code, prompt architecture, or scoring methodology
  • Use Output to train, fine-tune, or evaluate a machine learning model, or to build a product that competes with MessageOS
  • Scrape, crawl, or bulk-extract Protagonist Materials, or systematically extract Message Playbook structures or scoring logic
  • Resell, sublicense, or provide the service to third parties as a service bureau, unless your Order Form expressly permits it
  • Circumvent usage limits, rate limits, seat restrictions, or access controls
  • Probe, scan, or test the vulnerability of our systems without written authorization
  • Interfere with the service's operation, or introduce malware

With content:

  • Upload content you don't have the rights to use
  • Upload sensitive personal information — government identifiers, financial account numbers, health records, biometric data, precise geolocation, information about children under 16, or data governed by HIPAA, GLBA, FERPA, or similar sector-specific laws
  • Upload unlawful, defamatory, infringing, harassing, or deceptive material
  • Use the service to generate content that misrepresents a competitor, infringes a third party's trademarks, or violates advertising law
  • Enter channel or competitor URLs you are not permitted to have analyzed, or use the audit tools in a way that breaches another site's terms

Generally:

  • Violate any applicable law, including export controls and sanctions
  • Misrepresent your identity or affiliation

We may investigate suspected violations and take action under Section 15.

9. API and MCP access

We provide an API and a Model Context Protocol (MCP) server so you can work with your Message Playbook inside other tools. Through them, a connected client can list your workspaces, read your playbook, score content, and request rewrites.

A connection is a credential to your Workspace. Clients connect either with a workspace API key or by authorizing through OAuth. Either way, the holder can read your Message Playbook, brand system prompt, key messages, and product information, and can submit content for scoring and rewriting. Treat an API key like a password. You're responsible for everything done with a credential issued to your account, including by third-party clients you authorize.

We log the content of tool calls. Each API and MCP call is recorded with the tool name, the calling user, the credential used, the workspace referenced, the time, the duration, the outcome, and the arguments sent and the result returned, truncated when large. We keep these logs to investigate faults, abuse, and misuse of credentials. Retention is set out in our Privacy Policy.

Third-party clients are your choice and your risk. When you connect MessageOS to an outside AI assistant or development tool, your Workspace Content leaves our systems and enters that provider's environment, governed by their terms — including their model training and retention practices. We don't control, endorse, or take responsibility for them. Review them before connecting.

Limits. We may set and adjust rate limits, quotas, and request ceilings. Don't try to work around them. We can throttle or suspend credentials that create disproportionate load or that we reasonably believe are compromised.

Changes. APIs and MCP interfaces evolve. We'll give reasonable notice of breaking changes where practical, but we don't guarantee backward compatibility.

10. Content and ownership

You own your Workspace Content. We claim no ownership of it.

License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process your Workspace Content solely to provide and support the services, including transmitting it to the AI providers described in our Privacy Policy and retrieving the public channel content at the URLs you supply. This license ends when you delete the content or close your account, subject to backup retention.

We don't train on your content. We do not use your Workspace Content to train, fine-tune, or evaluate any model, and our AI providers are contractually prohibited from doing so with content submitted through our API.

Your representations. You represent that you own or have the rights to all Workspace Content, that our processing of it won't infringe anyone's rights or violate any law, and that where it contains personal information, you have a lawful basis for us to process it. Our respective data protection roles are set out in the Privacy Policy and any DPA.

Output ownership. As between you and us, and subject to your payment of applicable fees, you own the Output generated from your Workspace Content, and we assign you whatever rights we hold in it.

Three important qualifications:

  1. Output isn't necessarily unique. Other customers may receive similar or identical Output from similar inputs. We make no representation that Output is original, and you can't claim exclusivity in Output that isn't attributable to your own Workspace Content.
  2. Output may not be protectable. Material generated by AI may not qualify for copyright in some jurisdictions. We make no representation about its protectability.
  3. Output doesn't include Protagonist Materials. Ownership of Output doesn't give you rights in our methodology, framework, prompt architecture, or scoring system.

We retain a license to use Output in aggregated and de-identified form to operate, secure, and improve the services.

11. Our intellectual property

Protagonist Materials are owned by us or our licensors and protected by intellectual property law. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use them for your internal business purposes for the term of your subscription or engagement.

Everything else is reserved. You get no rights to our trademarks, and no license to the Protagonist 3-Lever Differentiation Framework, our scoring methodology, or our prompt architecture beyond using them through the service as intended.

Course and guide materials — including UPDG content and workshop materials — are licensed to you personally or to your organization for internal use. Don't redistribute, republish, resell, or use them to build competing training.

Third-party marks. StoryBrand® and other third-party names and marks referenced in our materials belong to their respective owners. Our use reflects certification and methodology influence and doesn't imply endorsement, sponsorship, or affiliation with our products by those owners.

12. Feedback, recording, and publicity

Feedback. If you send us suggestions, feature requests, or ideas, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them without obligation or compensation to you.

12.1 We record our sessions

Workshops, sprints, working sessions, review calls, and check-ins are recorded by default, including video, audio, screen share, and chat. Recording serves two purposes:

  1. Delivery. Recordings let us produce your deliverables accurately, let your team rewatch what happened, and let people who missed a session catch up.
  2. Promotion. Recordings are the raw material for our case studies, course content, social posts, ads, and sales collateral.

We tell you before recording starts and the recording indicator stays on. We don't record covertly.

12.2 The license you grant us

You grant Protagonist a worldwide, non-exclusive, royalty-free, sublicensable license to reproduce, edit, excerpt, publish, and display Session Recordings and the non-confidential business information captured in them — your company name, logo, market, the positioning and messaging work produced in the session, and the outcomes discussed — in our marketing, sales, educational, and promotional materials, in any medium.

This license is perpetual as to material we have already published, and otherwise continues while you are a customer and for [24] months after.

12.3 What the license does not cover

The license excludes, and we will not publish:

  • Revenue, margin, valuation, or other financial figures, unless you approve them in writing
  • Unreleased products, roadmap, or launch timing
  • Personal information about your customers, employees, or prospects
  • Third-party information you're under an obligation to keep confidential
  • Anything you designate as confidential during the session, or that you flag in writing within [10] business days of the session

Say "off the record" in the room and it's off the record. We'll cut it.

12.4 Your controls

  • Review window. On request we'll send you the recording, and you have [10] business days to flag material for exclusion or redaction.
  • Individuals can opt out of appearing. Anyone in a session can ask not to be shown or quoted. Tell the facilitator or email [privacy@protagonistpmm.com] before the session, and we'll keep them out of published material.
  • You can withdraw promotional consent by written notice to [hello@protagonistpmm.com]. That stops future publication and, where reasonably practical, removal from active channels. It cannot pull back material already printed, distributed, or published by third parties.
  • Delivery recording is not optional. Sessions are recorded so we can do the work. If your organization can't be recorded at all, tell us before the engagement starts so we can price and scope it differently.

12.5 Customer identification

We may identify you as a customer and use your name and logo on our website and in sales materials, unless you tell us not to at [hello@protagonistpmm.com].

Any use beyond what 12.2 grants — a scripted testimonial, a filmed spot, an individual's likeness as the face of a campaign — requires a separate written release, except where you've already granted it under Section 6.

13. Third-party services

The services integrate with and depend on third parties, including AI model providers, hosting, payment processing, email, analytics, and the provider we use to retrieve public social content. Their availability, terms, and performance are outside our control. We're not responsible for third-party services, and their failures don't constitute our breach.

If you connect a third-party integration, you authorize us to exchange data with it as the integration's scope requires.

14. Confidentiality

Each party may receive the other's confidential information. The recipient will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by comparable obligations.

This doesn't cover information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice to the other party where legally allowed.

Your Workspace Content and our non-public Protagonist Materials, pricing, and roadmap are each confidential information.

Carve-out for recordings. The licence in Section 12.2 is an agreed exception to this Section: material captured in a Session Recording that isn't excluded under Section 12.3 is not treated as your confidential information for the purpose of the promotional uses described there. Everything excluded under 12.3 stays fully confidential.

15. Term, suspension, and termination

Term. These Terms apply from your first use until your account is closed or your engagement ends.

Your right to terminate. Cancel any time under Section 5.

Our right to suspend. We may suspend access immediately, with notice where practical, if you violate Section 8, fail to pay after notice, create a security risk, or if required by law. We'll restore access once the cause is resolved.

Our right to terminate. We may terminate for material breach if you don't cure within [15] days of written notice, or immediately for a violation that can't reasonably be cured. We may also discontinue a product line with at least [60] days' notice and a pro-rated refund of prepaid, unused fees.

On termination. Your license ends and access stops. Export your data first — you can export Workspace Content while your account is active, and we'll provide an export on request for [30] days after termination. After that, we delete it under the retention schedule in our Privacy Policy.

Survival. Sections 5 (accrued fees), 8, 10, 11, 12, 14, 16, 17, 18, 19, and 21 survive termination.

16. Disclaimers

The services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage.

We don't warrant that the services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. Unless an Order Form includes a written service level commitment, we make no uptime guarantee.

AI output specifically. Scores, reports, rewrites, and generated copy are analytical estimates and drafts. They can be inaccurate, incomplete, or unsuitable. Review everything before you publish it. We make no representation that Output is accurate, original, non-infringing, or compliant with advertising, competition, or any other law.

No professional advice. Nothing we provide — through the platform, the guides, workshops, or consulting — is legal, financial, tax, accounting, or regulatory advice. Get your own advisors.

No results guarantee. We don't guarantee any business outcome: no revenue increase, conversion lift, competitive advantage, market position, or result of any kind. Case studies, examples, and testimonials describe outcomes some customers achieved and aren't a promise of yours.

17. Limitation of liability

To the maximum extent permitted by law:

No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or loss or corruption of data, even if advised of the possibility.

Cap. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid us in the [12] months before the event giving rise to the claim, or (b) [$100].

Exclusions. These limits don't apply to your payment obligations, either party's indemnification obligations under Section 18, your violation of Section 8, either party's breach of Section 14, or liability that can't be limited by law.

Allocation of risk. These limits are an essential part of the bargain and apply even if a limited remedy fails its essential purpose.

18. Indemnification

You will indemnify us against third-party claims, and reasonable costs and attorneys' fees, arising from your Workspace Content, your use of Output, your violation of Section 8, your breach of these Terms, or your violation of law or third-party rights.

We will indemnify you against third-party claims that the services, as provided by us and used in accordance with these Terms, infringe a US patent, copyright, or trademark. This doesn't cover claims arising from your Workspace Content, Output, modifications you make, combinations with things we didn't supply, or use after we've told you to stop. If the services become subject to an infringement claim, we may procure the right to continue, modify the services, or terminate and refund prepaid unused fees.

Process. The indemnified party will promptly notify the indemnifying party, give it sole control of defense and settlement (no settlement admitting fault or imposing obligations without consent), and provide reasonable cooperation.

19. Disputes and governing law

Governing law. These Terms are governed by the laws of the State of Utah, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods doesn't apply.

Informal resolution first. Before filing anything, contact us at [legal@protagonistpmm.com] with a description of the dispute. We'll work in good faith to resolve it for [30] days.

[ARBITRATION — confirm with counsel before publishing.] If we can't resolve it informally, disputes will be resolved by binding arbitration administered by [the American Arbitration Association] under its [Commercial Arbitration Rules], before one arbitrator, seated in [Salt Lake County, Utah]. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Disputes will be brought only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding.

Exceptions. Either party may seek injunctive relief in court for intellectual property infringement or breach of confidentiality, and either party may bring an individual claim in small claims court.

If arbitration is unenforceable, the parties submit to the exclusive jurisdiction of the state and federal courts in [Salt Lake County, Utah].

20. Changes

To the services. We improve and change the services continuously. We may add, modify, or remove features. We won't materially degrade the core functionality of a paid plan during a term you've prepaid without notice and a pro-rated refund option.

To these Terms. We may update these Terms. For material changes, we'll give at least [30] days' notice by email or in-product notice, and the changes take effect at the start of your next renewal term. Continued use after the effective date means you accept them. If you don't, cancel before the effective date.

21. General

Entire agreement. These Terms, plus the documents listed in Section 2, are the complete agreement between us and supersede prior discussions and proposals.

Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.

Independent contractors. No partnership, joint venture, employment, or agency relationship is created.

No third-party beneficiaries. Except as expressly stated.

Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including outages of third-party providers we depend on. This doesn't excuse payment obligations.

Notices. To you, at the email on your account. To us, at [legal@protagonistpmm.com] with a copy to our address in Section 22. Notices are effective on delivery.

Severability. If a provision is unenforceable, it's modified to the minimum extent necessary and the rest stays in effect.

Waiver. Failure to enforce a provision isn't a waiver of it.

Export and sanctions. You represent you're not located in, or a national of, an embargoed country, and aren't on any restricted party list.

Government users. The software is "commercial computer software" under FAR 12.212 and DFARS 227.7202, licensed with only the rights granted here.

22. Contact

[Protagonist Communications LLC] [Street address] [City], Utah [ZIP] United States

Legal: [legal@protagonistpmm.com] Billing: [billing@protagonistpmm.com] Security: [security@protagonistpmm.com] General: [hello@protagonistpmm.com]