Prism Terms of Use

You must be at least 18 years old and able to enter into a binding contract. Individual Subscribers may use the Services only for their own lawful research purposes. A Business Customer must designate and maintain an account administrator and is responsible for invitations, roles, access, removal, exports, portal sharing, and all activity through its account. SCT may rely on instructions from the account administrator. You will provide accurate, current, and complete registration and billing information, keep it current, safeguard all credentials, and promptly notify SCT of unauthorized access or use.

“Authorized User” means an employee, advisor, investment adviser representative, registered representative, contractor, or agent of a Business Customer whom that Business Customer authorizes to use the Services for its internal business purposes. Portal Users are not Authorized Users and receive no right to access or use the Services except the limited, revocable, read-only access SCT enables at the Business Customer’s direction. The Business Customer is responsible for determining whether portal sharing is permitted and for all required approvals, notices, disclosures, supervision, archiving, and books-and-records compliance. Portal access does not create an adviser-client, fiduciary, or other professional relationship between SCT and any Portal User.

2.1 Subscription selection. The Services, included functionality, applicable limits, billing cadence, and then-current subscription fees are presented on the Prism website or checkout flow when Customer subscribes (the “Subscription Details”). By completing checkout, Customer selects and purchases the plan shown in the Subscription Details. The Subscription Details are incorporated into these Terms by reference. If there is a conflict, these Terms control except that the displayed plan, price, billing cadence, and expressly stated plan-specific functionality control for that subscription.

2.2 Plans and functionality. SCT may offer individual, firm, enterprise, and other plans. Marketing descriptions are illustrative; the Subscription Details shown at checkout are the authoritative statement of the purchased plan, included functionality, usage limits, and fees. Enterprise or custom arrangements require a separate written agreement signed by SCT. If a signed order form or enterprise subscription agreement covers an account, that agreement controls over these Terms for that account.

2.3 Free trial. If SCT offers a free trial, the trial period, eligibility rules, and conversion terms displayed at signup control. Unless the signup flow expressly states that a paid subscription will begin automatically, the trial ends without charge and Customer must affirmatively purchase a paid subscription to continue. If the signup flow clearly states that the trial converts automatically, Customer authorizes the disclosed recurring charge and may avoid it by canceling before the stated deadline. A trial is limited to one per person or organization unless SCT states otherwise. SCT may prevent abuse and may modify, suspend, or terminate trial access.

2.4 Billing and renewal. Before purchase, SCT will disclose the recurring amount or pricing method, billing frequency, renewal date or method for determining it, any trial-conversion terms, and the available cancellation method. Subscription fees are billed in advance on the selected cadence and are non-cancelable and non-refundable except as required by law or expressly stated at checkout. Paid subscriptions automatically renew for successive periods equal to the selected billing period unless Customer cancels before the next renewal date through an online account setting or another comparably simple method SCT identifies. Cancellation is effective at the end of the then-current paid period unless applicable law requires otherwise. Customer authorizes SCT and its payment processor to charge the selected payment method for recurring fees, taxes, and other authorized charges. SCT will provide renewal or price-change notices where required by applicable law.

2.5 Changes to price or plans. SCT may change plans, functionality, or fees for a future renewal period by posting the change on the website or providing notice through the Services, email, or account portal before the change takes effect. Customer may cancel before the renewal date if it does not agree to the revised fees or plan terms. Fees are exclusive of applicable taxes, which Customer must pay other than taxes based on SCT’s net income.

2.6 Payment failures. If payment is declined, overdue, or reversed, SCT may suspend or terminate access after reasonable notice where practicable. Customer is responsible for reasonable collection costs and interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Subject to timely payment and compliance with these Terms, SCT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription period to access and use the Services in accordance with the selected plan. An Individual Subscriber may use the Services solely for personal research purposes. A Business Customer may use the Services solely for its internal research-screening and business purposes through its Authorized Users and may permit Portal Users to view content only through SCT-enabled portal or sharing functionality and subject to these Terms.

For a plan described as “unlimited users,” “unlimited” means Authorized Users within the subscribing Business Customer organization, subject to the scope stated at checkout and these Terms. It does not permit account access by separately organized affiliates, clients, prospects, end investors, service-bureau users, or other third parties. Limited read-only access by Portal Users is permitted only through SCT-enabled portal or sharing functionality included in the selected plan.

Customer will not, and will not permit any person to:

• copy, modify, reverse engineer, decompile, disassemble, decode, or attempt to derive the source code, models, prompts, algorithms, scoring methodologies, or platform logic of the Services;
• sell, resell, rent, lease, sublicense, distribute, publish, make available, or provide the Services or Output as a service bureau or standalone offering to third parties;
• use the Services, Output, or Documentation to develop, train, benchmark, validate, or improve a competing product or service;
• scrape, crawl, bulk download, index, harvest, or access the Services using automated means except as expressly authorized by SCT;
• bypass access controls, metering, authentication, rate limits, usage limits, or other technical restrictions, or share login credentials;
• upload malicious code; interfere with the security, integrity, or performance of the Services; or use the Services unlawfully;
• use, distribute, republish, or present Output in a manner that violates law, a third-party data-provider restriction, a fiduciary or professional obligation, or these Terms; or
• remove SCT proprietary notices or branding except where an enabled white-label feature expressly permits it.

PRISM IS A RESEARCH-SCREENING PLATFORM. THE SERVICES AND ALL CONTENT, CONVICTION SCORES, SCREENING RESULTS, BRIEFS, NARRATIVES, MARKET DATA, AND OTHER OUTPUT ARE PROVIDED FOR INFORMATIONAL AND RESEARCH PURPOSES ONLY. THEY ARE NOT, AND MUST NOT BE TREATED AS, INVESTMENT, FINANCIAL, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE; A RECOMMENDATION OR SOLICITATION TO BUY, SELL, OR HOLD A SECURITY; OR AN OFFER TO PURSUE ANY INVESTMENT STRATEGY.

SCT IS A SOFTWARE PROVIDER, NOT AN INVESTMENT ADVISER, BROKER-DEALER, FIDUCIARY, OR FINANCIAL PROFESSIONAL. SCT DOES NOT EXECUTE TRADES, DETERMINE SUITABILITY, MONITOR CUSTOMER COMPLIANCE, PROVIDE INVESTMENT ADVICE, OR ACT IN A FIDUCIARY CAPACITY. Output is probabilistic and may contain errors, omissions, bias, hallucinations, stale information, or internal inconsistencies. Customer and each Authorized User must apply appropriate human review, independently evaluate and verify source data and Output, and not present Output as SCT-authored research or an SCT recommendation. A Business Customer retains sole responsibility for its investment, advisory, supervisory, fiduciary, best-interest, suitability, marketing, disclosure, approval, recordkeeping, books-and-records, and regulatory obligations; for retaining prompts, Output, approvals, and client communications when required; and for all decisions, recommendations, and services it provides. An Individual Subscriber retains sole responsibility for all investment and other decisions made using the Services. Portal Users may not rely on portal content as investment advice.

The Services use artificial-intelligence technologies and third-party content, including market data. Output may be incomplete, inaccurate, stale, biased, unavailable, internally inconsistent, or unsuitable for a particular purpose. SCT does not warrant the accuracy, completeness, timeliness, or fitness of Output or market data. AI inference for the Services is performed within SCT’s managed Microsoft Azure environment. SCT does not provide Customer Data to a third-party AI provider for that provider’s own purposes and will not use identifiable Customer Data or Customer-specific Output to train or improve a generative AI model for the benefit of other customers. SCT may use properly aggregated or deidentified information as permitted by Section 7.

SCT may change, update, enhance, replace, suspend, or discontinue features, models, prompts, scoring methodologies, data sources, APIs, vendors, or other elements of the Services. SCT will use commercially reasonable efforts not to materially reduce the core functionality of a paid plan during its then-current billing period, except where reasonably necessary for security, legal, regulatory, operational, or third-party-provider reasons.

Third-party data and products are subject to their applicable terms, restrictions, attribution requirements, display rights, and other conditions. SCT may impose or update reasonable restrictions needed to comply with those requirements. Customer may not redistribute third-party data or Output containing third-party data unless SCT expressly permits it in writing and all applicable rights and conditions have been satisfied.

Beta features. SCT may offer beta, preview, experimental, pilot, trial, or early-access features. Use is optional. Such features may be changed, suspended, or discontinued at any time, may not be supported, and are provided “as is” without warranty, indemnity, service-level commitment, or separate remedy. Customer should not use them with production data or for mission-critical purposes unless SCT expressly authorizes that use in writing.

“Customer Data” means information, data, and content submitted to the Services by or on behalf of Customer or an Authorized User, including account information, watchlists, custom groups, branding configuration, and interaction history. As between Customer and SCT, Customer retains its rights in Customer Data. Customer represents that it has all rights, notices, consents, permissions, and lawful bases necessary to provide Customer Data, client information, branding, watchlists, and instructions to SCT and to authorize the processing contemplated by these Terms. Customer grants SCT a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, and use Customer Data only as necessary to provide, secure, support, maintain, and improve the Services for Customer; comply with law; and enforce these Terms.

SCT may collect and use aggregated or deidentified statistics that do not reasonably identify Customer, an Authorized User, a client or end investor, Customer Confidential Information, or a Customer-specific portfolio, holding, watchlist, or strategy, to operate, secure, analyze, support, benchmark, and improve the Services.

SCT’s collection and use of personal information are described in the Prism Privacy Policy available at www.shorect.com/privacy, which is incorporated by reference. If SCT processes personal data for a Business Customer in a processor or service-provider capacity, the Prism Data Processing Addendum (“DPA”), available at https://shorect.com/dpa, applies and is incorporated into these Terms by reference. By accepting these Terms on behalf of a Business Customer, you also accept the DPA on that Business Customer’s behalf to the extent applicable. No separate signature or execution of the DPA is required. If these Terms conflict with the DPA regarding personal-data processing, the DPA controls. SCT may record the date, time, account, Terms version, and method of acceptance.

SCT uses commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No system is completely secure, and SCT cannot guarantee that the Services will be uninterrupted, error-free, or completely secure.

SCT will use commercially reasonable efforts to make the Services generally available, excluding scheduled or emergency maintenance, beta or preview functionality, third-party products and data feeds, Customer systems and networks, misuse, and events beyond SCT’s reasonable control. SCT does not provide a guaranteed uptime percentage, service credits, response-time commitment, or other service-level agreement under these Terms.

Support is provided as described on the Prism website or within the applicable plan. SCT may change support channels and processes from time to time. Customer may report support issues using the then-current support contact information displayed on the website.

Where enabled for Customer’s selected plan, Customer may configure the Services using Customer’s brand name, logo, colors, and, if expressly offered, a custom subdomain. Customer grants SCT a limited, non-exclusive, royalty-free license to use Customer’s brand assets solely to configure and provide the Services. Customer represents that it has all rights necessary to provide and authorize SCT’s use of the brand assets. SCT retains all rights in Prism, the Services, and SCT marks. Any “Powered by Prism” attribution may be disabled only if the selected plan or Subscription Details expressly permit it.

SCT and its licensors retain all rights, title, and interest in and to the Services, Documentation, software, models, data models, algorithms, prompts, templates, scoring methodologies, platform logic, aggregated statistics, and all related intellectual property (collectively, “SCT IP”). Except for the limited license expressly granted in these Terms, no rights are granted to Customer.

As between Customer and SCT, and subject to SCT’s ownership of SCT IP and all third-party rights, Customer owns Customer-specific Output to the extent generated from, derived from, or reflecting Customer Data or Customer’s use of the Services. Customer may use that Output for its lawful internal research-screening, business, and compliance purposes under these Terms. Customer does not acquire rights in SCT IP, third-party content, underlying software, models, data models, algorithms, prompts, templates, scoring methodologies, or platform logic embodied in or used to generate Output.

If Customer provides feedback, ideas, or suggestions regarding the Services, SCT may use them without restriction or compensation, provided SCT will not publicly identify Customer as the source without permission.

Each party may receive nonpublic information of the other that a reasonable person would understand to be confidential (“Confidential Information”). SCT’s Confidential Information includes SCT IP, nonpublic pricing, technical information, security information, and product roadmap. Customer’s Confidential Information includes Customer Data. The recipient will use the discloser’s Confidential Information only to exercise rights or perform obligations under these Terms and will protect it using reasonable care, but not less than the care it uses for its own similar information. The recipient may disclose Confidential Information to personnel, contractors, professional advisers, and service providers with a need to know and confidentiality obligations, or as required by law after notice where legally permitted. These obligations do not apply to information that is public without breach, already known without confidentiality duty, rightfully received from a third party, or independently developed without use of Confidential Information. The confidentiality obligations last five years after disclosure, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

For paid Business Customers only, SCT warrants that the generally available production Services will materially conform to the then-current Documentation when used in accordance with these Terms. The exclusive remedy is for SCT, at its option, to use commercially reasonable efforts to correct the nonconformity or terminate the affected subscription and refund prepaid fees for the unused portion of the affected billing period. This warranty does not apply to free or trial access, Individual Subscribers, Portal Users, beta or preview features, Output, market data, third-party products, Customer Data, misuse, or use outside the Documentation.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, OUTPUT, MARKET DATA, THIRD-PARTY PRODUCTS, AND ALL OTHER SCT IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SCT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY, SECURITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

13.1 SCT IP indemnity. For paid Business Customers only, SCT will defend Customer against a third-party claim that the Services, when used as permitted by these Terms, directly infringe a U.S. patent, copyright, or trade secret, and will pay finally awarded damages or settlement amounts approved by SCT. Customer must promptly notify SCT, allow SCT sole control of the defense and settlement, and reasonably cooperate. SCT has no obligation for claims arising from Customer Data, third-party products or data, Customer modifications, use outside these Terms, or combinations not provided or authorized by SCT. If use is enjoined or SCT reasonably believes it may be, SCT may modify or replace the Services, obtain continued-use rights, or terminate the affected subscription and refund prepaid fees for the unused portion of the affected billing period. This Section states Customer’s exclusive remedy for third-party intellectual-property claims.

13.2 Customer indemnity. A Business Customer will defend, indemnify, and hold harmless SCT and its affiliates, personnel, and licensors against third-party claims and related losses arising from: (a) Customer Data or branding; (b) Customer’s or an Authorized User’s unlawful or unauthorized use of the Services or Output; (c) infringement caused by combinations or modifications not provided or authorized by SCT; (d) Customer’s investment, advisory, fiduciary, supervisory, marketing, disclosure, suitability, best-interest, recordkeeping, or other professional obligations; (e) Customer’s failure to provide required notices, consents, disclosures, supervision, approvals, or records; (f) a client’s, end investor’s, or Portal User’s reliance on, use of, or claim relating to Output; or (g) breach of third-party data terms. This Section 13.2 does not apply to an Individual Subscriber except to the extent a third-party claim arises from that subscriber’s Customer Data, unlawful conduct, or violation of third-party rights. SCT must promptly notify Customer, permit Customer to control the defense and settlement, and reasonably cooperate. Customer may not settle a claim in a manner imposing liability, admission, or obligation on SCT without SCT’s written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SCT FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SCT’S AGGREGATE LIABILITY FOR ITS OBLIGATIONS UNDER SECTION 13.1, BREACH OF SECTION 11, OR THE DPA WILL NOT EXCEED TWO TIMES THAT AMOUNT. THESE LIMITATIONS DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED, CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR EITHER PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.

SCT may suspend or restrict access immediately if SCT reasonably believes that Customer’s or an Authorized User’s use threatens the security, integrity, or availability of the Services; violates law or these Terms; creates risk to SCT, its customers, or third-party providers; or involves nonpayment. Where practicable, SCT will provide notice and an opportunity to cure. SCT may terminate access or these Terms for material breach not cured within 30 days after notice, except that SCT may terminate immediately for a breach that is incapable of cure or for repeated material breaches.

Customer may cancel a subscription through the account settings or method displayed on the website. Cancellation takes effect at the end of the then-current paid billing period unless applicable law requires otherwise. Upon termination or expiration, Customer’s right to use the Services ends. Subject to these Terms and the DPA, SCT will make Customer Data available for export in then-supported machine-readable formats for 90 days after termination, after which SCT may delete it. SCT may retain information as required by law, for legitimate security, fraud-prevention, backup, archival, insurance, or dispute-resolution purposes, subject to applicable confidentiality and data-protection obligations.

SCT may update these Terms prospectively by posting the revised Terms and updating the Effective Date. SCT will provide reasonable notice of material changes. A material change adverse to a Customer with a prepaid subscription will take effect at the next renewal, unless earlier effectiveness is reasonably necessary to comply with law, protect security or integrity, address abuse, preserve third-party rights, or maintain operation of the Services. Other changes take effect on the stated date. If Customer does not agree, Customer must stop using the Services and cancel before the change takes effect. Continued use after the applicable effective date constitutes acceptance to the extent permitted by law.

These Terms, the Privacy Policy, the DPA where applicable, and the Subscription Details are the entire agreement regarding the Services and supersede prior agreements on that subject, except that a separately signed enterprise subscription agreement, order form, or other agreement between SCT and Customer controls for the covered account to the extent of any conflict. Customer may not assign these Terms without SCT’s consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets. SCT may assign these Terms to an affiliate or successor. Customer will comply with applicable U.S. export-control and economic-sanctions laws and will not permit access by a prohibited person or from a prohibited jurisdiction. Customer consents to transactional electronic communications relating to the account or Services; marketing communications remain subject to applicable opt-out rights. SCT is not liable for delay or failure caused by events beyond its reasonable control. If any provision is unenforceable, the remaining provisions remain effective. SCT may provide notices through the Services, the email associated with Customer’s account, or the address provided by Customer. These Terms are governed by New Jersey law, without regard to conflict-of-laws principles. For Business Customers, exclusive venue lies in the state or federal courts located in the New Jersey county in which SCT’s principal office is then located, and each party waives trial by jury to the fullest extent permitted by law. For Individual Subscribers, this governing-law and forum provision applies only to the extent permitted by applicable law and does not deprive the subscriber of non-waivable protections of the subscriber’s state of residence or access to small-claims court where eligible. Nothing prevents either party from seeking equitable relief for actual or threatened misuse of intellectual property or Confidential Information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Questions about these Terms or the Services may be sent to: support@shorect.com, with legal notices sent to: legal@shorect.com and Shore Cloud Tech, LLC, 971 US Highway 202N, Ste N, Branchburg, NJ 08876.