Terms of Service Agreement

Last Updated: December 26, 2025 | Effective Date: December 26, 2025

IMPORTANT LEGAL NOTICE: This Terms of Service Agreement ("Agreement," "Terms," or "TOS") constitutes a legally binding contract between you ("User," "Subscriber," "You," or "Your") and KARLWITHAK Enterprises, doing business as PRISM ("Company," "We," "Us," or "Our"). By accessing, browsing, or utilizing the PRISM platform, website, applications, services, or any associated products (collectively, the "Services"), you expressly acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained herein, as well as our Privacy Policy, Risk Disclaimer, and Refund Policy, which are incorporated herein by reference.

ARTICLE I: DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

"Account" means the registered user profile created by You upon acceptance of these Terms, which grants access to the Services subject to subscription tier limitations.

"Content" means all data, analytics, predictions, forecasts, signals, charts, graphs, numerical outputs, textual information, and any other materials generated, displayed, or transmitted through the Services.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, proprietary algorithms, machine learning models, source code, object code, databases, user interfaces, and any other intellectual property rights owned by or licensed to the Company.

"Market Data" means real-time and historical financial information, including but not limited to stock prices, options data, volatility indices, and related market metrics obtained from third-party data providers.

"Subscription" means the paid access tier selected by You, which determines the scope and extent of Services available during the subscription period.

Section 1.2 — Rules of Interpretation

In this Agreement: (a) headings are for convenience only and shall not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to statutes include any amendments, re-enactments, or successor legislation; (d) "including" means "including without limitation"; and (e) references to days mean calendar days unless otherwise specified.

ARTICLE II: ELIGIBILITY AND ACCOUNT REGISTRATION

Section 2.1 — Age and Legal Capacity Requirements

You represent and warrant that: (i) you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater; (ii) you possess the legal capacity to enter into binding contracts under applicable law; (iii) you are not barred from accessing the Services under the laws of your jurisdiction; and (iv) your use of the Services does not violate any applicable law, regulation, or third-party rights.

Section 2.2 — Account Creation and Security

Upon registration, You agree to: (a) provide accurate, current, and complete information as prompted by the registration form; (b) maintain and promptly update such information to keep it accurate, current, and complete; (c) maintain the confidentiality of your Account credentials, including passwords and API keys; (d) accept sole responsibility for all activities that occur under your Account; (e) immediately notify the Company of any unauthorized access or security breach; and (f) refrain from sharing, transferring, or sublicensing your Account access to any third party without prior written consent.

Section 2.3 — Account Termination by Company

The Company reserves the absolute and unilateral right to suspend, restrict, or terminate your Account, with or without notice, for any reason including but not limited to: (i) violation of these Terms; (ii) suspected fraudulent, abusive, or illegal activity; (iii) requests by law enforcement or governmental authorities; (iv) extended periods of inactivity; (v) technical or security issues; (vi) non-payment of applicable fees; or (vii) discontinuation of the Services in whole or in part.

ARTICLE III: DESCRIPTION OF SERVICES

Section 3.1 — Nature of Services

PRISM provides a technology platform that aggregates market data, applies proprietary analytical methodologies, and generates informational outputs including but not limited to: price forecasts, directional predictions, volatility analysis, options flow data, technical indicators, and trading signals (collectively, "Analytical Outputs"). The Services are provided solely for informational and educational purposes.

Section 3.2 — No Investment Advice

CRITICAL DISCLAIMER: THE SERVICES DO NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS, INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. THE COMPANY IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, FINANCIAL PLANNER, OR FIDUCIARY. ANALYTICAL OUTPUTS ARE HYPOTHETICAL IN NATURE AND SHOULD NOT BE RELIED UPON FOR MAKING ACTUAL INVESTMENT DECISIONS. PAST PERFORMANCE, WHETHER REAL OR SIMULATED, IS NOT INDICATIVE OF FUTURE RESULTS.

Section 3.3 — No Guarantee of Accuracy

While the Company employs sophisticated methodologies and endeavors to provide accurate information, You expressly acknowledge and agree that: (a) no prediction system can guarantee accuracy; (b) market conditions are inherently unpredictable and subject to rapid change; (c) Analytical Outputs may contain errors, omissions, or inaccuracies; (d) data from third-party providers may be delayed, incomplete, or erroneous; and (e) the Company makes no representations or warranties regarding the reliability, accuracy, completeness, or timeliness of any Content.

Section 3.4 — Service Modifications

The Company reserves the right to modify, suspend, discontinue, or restrict access to any aspect of the Services at any time, with or without notice, for any reason. This includes the right to: (i) add or remove features; (ii) change pricing structures; (iii) impose usage limits; (iv) modify algorithms and methodologies; and (v) alter user interface elements. You agree that the Company shall not be liable to You or any third party for any such modification, suspension, or discontinuance.

ARTICLE IV: SUBSCRIPTION TERMS AND PAYMENT

Section 4.1 — Subscription Tiers

The Services are offered through various subscription tiers, each providing different levels of access and functionality as described on our website. Tier specifications, pricing, and included features are subject to change at the Company's discretion.

Section 4.2 — Billing and Payment

By subscribing to a paid tier, You authorize the Company to charge the applicable fees to your designated payment method on a recurring basis according to your selected billing cycle (monthly or annually). You agree that: (a) all fees are quoted in United States Dollars (USD) unless otherwise specified; (b) fees are exclusive of applicable taxes, which shall be added where required by law; (c) the Company may update pricing upon thirty (30) days' notice; and (d) continued use of the Services after a price change constitutes acceptance of the new pricing.

Section 4.3 — Automatic Renewal

ALL SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD UNLESS CANCELLED PRIOR TO THE RENEWAL DATE. You are solely responsible for managing your subscription and cancelling before the renewal date if you do not wish to continue. The Company is not obligated to provide refunds for failure to cancel in a timely manner.

Section 4.4 — Failed Payments

In the event of a failed payment, the Company may: (i) attempt to reprocess the payment; (ii) suspend access to the Services; (iii) downgrade your subscription tier; or (iv) terminate your Account. You remain liable for all outstanding fees, including any collection costs or legal expenses incurred in recovering unpaid amounts.

ARTICLE V: INTELLECTUAL PROPERTY RIGHTS

Section 5.1 — Company Ownership

All Intellectual Property embodied in or associated with the Services, including but not limited to the PRISM name, logo, trademarks, algorithms, software, databases, Content, and documentation, is and shall remain the exclusive property of the Company or its licensors. No right, title, or interest in any Intellectual Property is transferred to You by virtue of this Agreement or your use of the Services.

Section 5.2 — Limited License Grant

Subject to your compliance with these Terms, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial purposes during the term of your Subscription. This license does not include the right to: (a) modify, adapt, or create derivative works; (b) reverse engineer, decompile, or disassemble any software; (c) circumvent technical protection measures; (d) redistribute, republish, or commercially exploit the Content; or (e) use automated systems to access the Services.

Section 5.3 — Prohibited Uses

You shall not, directly or indirectly: (i) use the Services for any unlawful purpose; (ii) redistribute Analytical Outputs to third parties; (iii) create competing products or services; (iv) scrape, crawl, or harvest data from the Services; (v) attempt to gain unauthorized access to any systems or networks; (vi) transmit malware or harmful code; (vii) impersonate any person or entity; (viii) interfere with the proper functioning of the Services; or (ix) violate any applicable laws or regulations.

ARTICLE VI: DISCLAIMERS AND LIMITATION OF LIABILITY

Section 6.1 — Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (C) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES; AND (D) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT.

Section 6.2 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) ANY TRADING LOSSES OR INVESTMENT LOSSES OF ANY KIND; (D) ANY DAMAGES ARISING FROM YOUR RELIANCE ON ANALYTICAL OUTPUTS; OR (E) ANY DAMAGES EXCEEDING THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY IS BASED AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 6.3 — Assumption of Risk

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (I) TRADING AND INVESTING IN FINANCIAL MARKETS INVOLVES SUBSTANTIAL RISK OF LOSS; (II) YOU MAY LOSE SOME OR ALL OF YOUR INVESTED CAPITAL; (III) PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS; (IV) YOU ARE SOLELY RESPONSIBLE FOR YOUR TRADING AND INVESTMENT DECISIONS; AND (V) THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM YOUR USE OF OR RELIANCE ON THE SERVICES.

ARTICLE VII: INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; (d) any Content you submit or transmit through the Services; (e) your trading or investment activities; or (f) any dispute between you and any third party. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, in which case You agree to cooperate with the Company's defense of such claim.

ARTICLE VIII: DISPUTE RESOLUTION

Section 8.1 — Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Section 8.2 — Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, OR VALIDITY THEREOF SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Section 8.3 — Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You expressly waive any right to participate as a plaintiff or class member in any class action, collective action, or representative proceeding.

Section 8.4 — Time Limitation

Any claim or cause of action arising out of or relating to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

ARTICLE IX: GENERAL PROVISIONS

Section 9.1 — Entire Agreement

This Agreement, together with the Privacy Policy, Risk Disclaimer, and Refund Policy, constitutes the entire agreement between You and the Company regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, negotiations, representations, or communications, whether oral or written.

Section 9.2 — Amendments

The Company reserves the right to modify these Terms at any time by posting the revised Terms on our website. Changes become effective upon posting unless otherwise specified. Your continued use of the Services following any changes constitutes acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

Section 9.3 — Severability

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

Section 9.4 — Waiver

No failure or delay by the Company in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or privilege.

Section 9.5 — Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement without restriction. Any attempted assignment in violation of this section shall be null and void.

Section 9.6 — Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Section 9.7 — Contact Information

For questions regarding these Terms, please contact us at:

KARLWITHAK Enterprises (d/b/a PRISM)
Email: legal@prismtrades.us
Support: support@prismtrades.us

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

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