Terms of Service

Version 2026-07-28Effective 28 July 2026

1. Acceptance

These Terms of Service ("Terms") form a binding agreement between you and [LEGAL ENTITY NAME] ([entity type, e.g. a Delaware limited liability company]) ("Priors", "we", "us"), governing your access to and use of the Priors website, application, and related services (together, the "Service").

By checking the acceptance box and creating an account, or by otherwise accessing or using the Service, you agree to these Terms, to the Privacy Policy, and to the Risk Disclosure & Not Financial Advice notice. Those two documents are incorporated into these Terms by reference and form part of this agreement. If you do not agree, do not use the Service.

We record the date, time, and version of the documents you accepted. If you are entering into these Terms on behalf of an entity, you represent that you are authorised to bind it.

2. Eligibility

You may use the Service only if you:

• are at least 18 years old and of legal capacity to form a binding contract;
• are not barred from using the Service under the laws of your jurisdiction, and are not located in a jurisdiction subject to a comprehensive embargo by [JURISDICTION], nor named on any applicable sanctions list;
• have not previously been suspended or removed from the Service.

The Service is not directed at children and we do not knowingly collect data from anyone under 18.

3. The service

Priors ingests news from feeds you configure, uses machine-learning models to propose causal hypotheses linking events to financial instruments, tests those hypotheses statistically against historical price data, and presents the survivors as a graph and a feed of signals with supporting evidence.

We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to access and use the Service for your own internal, non-commercial purposes, subject to these Terms. All other rights are reserved.

4. No advice, no fiduciary duty

The Service does not provide investment, financial, legal, tax, or accounting advice. We are not an investment adviser, broker, dealer, or fiduciary, and no fiduciary, advisory, or agency relationship arises between us. The Service's output is impersonal, identical for all users, and not tailored to your circumstances. The full explanation of what the Service is and is not, and of its limitations, is in the Risk Disclosure, which you must read.

All decisions you make are your own. You are solely responsible for evaluating the merits and risks of any transaction, and for any gain or loss that results.

5. Accounts and security

Authentication is handled by our identity provider. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly at [security@yourdomain.com] if you suspect unauthorised access. You may not share your account, sell access to it, or let others use it.

You may delete your account at any time from within the Service. Deletion removes your personal data as described in the Privacy Policy and is not reversible.

6. Acceptable use

You must not, and must not permit anyone else to:

• scrape, crawl, harvest, or systematically extract data from the Service, or access it by any automated means other than an interface we expressly provide;
• resell, redistribute, sublicense, publish, or commercially exploit the Service or its output, including by republishing signals or analysis to third parties;
• use the Service or its output to build, train, or improve a competing product, dataset, or machine-learning model;
• reverse engineer, decompile, or attempt to derive the source code, models, prompts, or methodology of the Service, except to the extent this restriction is unenforceable by law;
• circumvent rate limits, quotas, authentication, entitlement checks, or any other technical restriction;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent its security, other than under a written authorisation from us;
• interfere with or place an unreasonable load on the Service or the infrastructure it runs on;
• use the Service in connection with market manipulation, insider dealing, fraud, money laundering, or any other unlawful activity;
• represent the Service's output as investment advice, as your own analysis, or as endorsed by us, or use it to give advice to others in a regulated capacity without your own authorisation;
• upload or configure content that infringes a third party's rights or violates applicable law.

7. Your content

"Your Content" means what you put into the Service: feed URLs, watchlist entries, focus prompts, and settings. You retain ownership of Your Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, and transmit Your Content solely to operate and improve the Service for you.

You represent that you have the right to submit Your Content and that it does not infringe any third-party right or violate any applicable law or feed publisher's terms.

Note on how Your Content is processed. Watchlist symbols and focus prompts are used to steer analysis and, in the case of focus prompts, are transmitted to our third-party model provider as part of the prompts used to generate hypotheses. Do not enter confidential, personal, or material non-public information into a focus prompt. See the Privacy Policy.

8. Intellectual property

The Service, including its software, models, prompts, methodology, graph, signals, scores, interfaces, text, and design, and all intellectual property rights in them, are owned by [LEGAL ENTITY NAME] or its licensors. These Terms grant you no rights in them beyond the limited licence in section 3.

News content and market data displayed in the Service belong to their respective owners and are subject to their terms. Third-party open-source components are licensed under their own licences.

If you send us feedback or suggestions, you grant us an unrestricted, perpetual, royalty-free right to use them without obligation to you.

9. Disclaimer of warranties

Without limiting the above, we do not warrant that:

• the Service will be uninterrupted, timely, secure, or error-free;
• any signal, score, confidence rating, causal chain, statistic, or other output is accurate, complete, reliable, current, or fit for any purpose;
• any relationship identified by the Service is genuinely causal, will persist, or has any predictive value whatsoever;
• any use of the Service will be profitable, will avoid losses, or will produce any particular result;
• defects will be corrected, or that news or market data will be accurate or available.

Output generated by machine-learning models may be inaccurate or fabricated. You are responsible for verifying anything you rely on. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

10. Limitation of liability

To the maximum extent permitted by applicable law, and regardless of the theory of liability (contract, tort, negligence, strict liability, statute, or otherwise):

1. Excluded damages. We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, trading gains, savings, goodwill, data, or business opportunity, even if we were advised of the possibility.
2. Liability cap. Our total aggregate liability to you for all claims relating to the Service will not exceed the greater of (a) the total fees you actually paid us in the twelve months immediately before the event giving rise to the claim, and (b) [US$100].
3. Third parties. We are not liable for the acts, omissions, content, accuracy, or availability of any third party, including news publishers, market-data providers, model providers, identity providers, payment processors, and hosting providers.

These limitations are a fundamental basis of the bargain between us and apply even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or — where you are a consumer — your non-excludable statutory rights.

11. Indemnification

You will defend, indemnify, and hold harmless [LEGAL ENTITY NAME] and its officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) Your Content; (c) your breach of these Terms or of any applicable law; (d) your infringement of any third-party right; or (e) any investment or trading decision you make.

12. Fees, billing, and cancellation

[The Service is currently provided free of charge during early access. Replace this entire section with your real billing terms before you charge anyone: price, billing period, auto-renewal, currency, taxes, refund policy, price-change notice period, and the cancellation mechanism. Auto-renewing consumer subscriptions are separately regulated in the US (ROSCA / state auto-renewal laws) and the EU — get advice.]

Where the Service is provided free of charge, we may modify or discontinue it at any time without liability. We may introduce fees on notice; continued use after a fee takes effect requires your agreement to the applicable billing terms.

13. Dispute resolution and arbitration

13.1 Informal resolution first. Before starting any formal proceeding, you agree to contact us at [legal@yourdomain.com] with a written description of the dispute and to attempt in good faith to resolve it for 60 days. Most disputes end here.

13.2 Binding arbitration. If we cannot resolve the dispute informally, you and we agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by [ARBITRATION PROVIDER, e.g. the American Arbitration Association] under its [applicable consumer rules], rather than in court.

13.3 Class-action waiver. You and we each waive the right to bring or participate in a class, collective, consolidated, or representative action, or to have a dispute heard by a jury. The arbitrator may award relief only in favour of the individual party seeking it. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) proceeds in court.

13.4 Venue and costs. Arbitration will take place in [VENUE] or, at your election, by videoconference or on documents alone. [Specify how filing fees are allocated — bearing the consumer's arbitration fees above a court filing fee is a common and enforceability-relevant term.]

13.5 Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or prevent unauthorised access.

13.6 Your right to opt out. You may opt out of this arbitration agreement and the class-action waiver by emailing [legal@yourdomain.com] within 30 days of first accepting these Terms, stating your name, your account email, and that you opt out of arbitration. Opting out will not affect any other part of these Terms and will not affect your use of the Service.

13.7 Governing law. These Terms are governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict-of-laws rules. Where arbitration does not apply, the courts of [VENUE] have exclusive jurisdiction, except that consumers may have the right to bring proceedings in their country of residence.

14. Suspension and termination

We may suspend or terminate your access immediately, with or without notice, if we reasonably believe you have breached these Terms, if required by law, or to protect the Service or other users. You may stop using the Service and delete your account at any time.

Sections 4, 7 (licence grant), 8, 9, 10, 11, 13, and 16 survive termination.

15. Changes to the service and these Terms

We may modify the Service at any time. We may amend these Terms; if we make a material change we will update the version and effective date above and require you to accept the new version before continuing to use the Service. Your continued use after acceptance constitutes agreement to the amended Terms. If you do not accept, you must stop using the Service.

16. General

• Entire agreement. These Terms, with the Privacy Policy and Risk Disclosure, are the entire agreement between us and supersede any prior understanding.
• Severability. If any provision is held unenforceable, it is severed and the remainder stays in force.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms. We may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control.
• No third-party beneficiaries, except as stated in section 11.

17. Contact

[LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
[legal@yourdomain.com]