Backtest.ai Terms of Use and Risk Disclosure

These Terms of Use and Risk Disclosure (the "Terms") govern your access to and use of the Backtest.ai website, applications, software, and related services (together, the "Service"), which are operated by Backtest Ltd. ("Backtest," "we," "us," or "our"), a corporation incorporated under the laws of Canada with its registered office in the Province of Ontario. These Terms incorporate the Risk Disclosure set out in Section 12, which forms part of this agreement.

By creating an account, or by accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Service.

We may update these Terms from time to time as described in Section 16. Your continued use of the Service after an update takes effect means you accept the revised Terms.

1. Eligibility

The Service is intended only for users who are at least 18 years of age (or the age of majority in your jurisdiction, if higher). By using the Service you represent that you meet this requirement. If you use the Service on behalf of a company or other entity, you represent that you are authorized to bind that entity to these Terms, and "you" refers to that entity.

2. What the Service Is, and Is Not

Backtest.ai is software and tooling for developing, testing, statistically validating, backtesting, and (where supported) automating systematic trading strategies across supported instruments and data sources. The Service and its outputs (including backtest results, statistics, analytics, and any other information generated or displayed) are provided for informational purposes to support your own independent research and decision-making.

The Service is not, and does not provide, investment, financial, legal, accounting, or tax advice, and nothing in the Service is a recommendation, solicitation, or offer to buy, sell, or hold any security, derivative, or other instrument. Backtest is not a broker, dealer, exchange, custodian, or investment adviser. Backtest does not hold, custody, or manage your funds or securities, and does not itself execute trades. Where the Service supports connecting to a third-party broker, any live orders are routed to and executed by that broker under your separate agreement with that broker, and you remain solely responsible for your account and positions. See Sections 9 and 12.

3. Beta and Pre-Release Services

The Service is currently offered on a beta or pre-release basis. It may contain errors, may be incomplete or unstable, may change materially, and may be suspended or discontinued at any time without notice. Beta features are provided strictly on an "as is" and "as available" basis, and you should not rely on the Service for any purpose where an error, interruption, or inaccuracy could cause loss or harm. We may add, remove, or change features, plans, and limits during and after the beta period.

4. Your Account and Security

To use certain features you must create an account and provide accurate information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You may not share your account or credentials with any other person. You agree to notify us promptly of any unauthorized use of your account.

Where the Service stores or transmits sensitive information you provide (including any broker credentials or access tokens), we use commercially reasonable technical and organizational safeguards. No system is completely secure, however, and you provide such information at your own risk. You are responsible for securing the devices, networks, and accounts you use to access the Service, and for keeping any broker credentials, tokens, or secret URLs confidential.

5. Licence to You

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Service for your own personal or internal business use. This licence does not transfer any ownership rights in the Service to you, and all rights not expressly granted are reserved by us.

6. Acceptable Use

You agree not to, and not to permit any third party to:

• copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, lease, or otherwise commercially exploit the Service, or provide it as a service to third parties, except as expressly permitted by your plan;
• scrape, harvest, or systematically extract data from the Service, or use bots or automated means to access it other than through features we provide;
• circumvent, disable, or interfere with usage limits, security features, or access controls;
• upload or transmit malware or any code intended to disrupt or damage the Service;
• use the Service for any unlawful, fraudulent, or infringing purpose, or in violation of applicable securities, market-conduct, or other laws; or
• interfere with or disrupt the integrity or performance of the Service or the data it contains.

We may suspend or terminate access for conduct that breaches these Terms or that we reasonably believe is harmful to the Service, other users, or us.

7. Your Data and Strategies

As between you and us, you retain all rights in and ownership of the strategies, models, code, configurations, parameters, and other content you create, upload, or store using the Service ("Your Content"). We do not claim ownership of Your Content, and we will not sell it or share it with other users as part of any public or community feature without your express opt-in.

You grant us a limited, non-exclusive licence to host, store, process, transmit, display back to you, and create backups of Your Content solely to operate, secure, support, and improve the Service and to provide it to you. We may also use aggregated or de-identified information derived from use of the Service (that does not identify you or reveal the substance of Your Content) for analytics and to improve the Service. You are responsible for Your Content and for having the necessary rights to use it with the Service.

8. Fees and Subscriptions

Access to paid plans requires payment of the applicable fees. Unless stated otherwise at the point of purchase, subscriptions renew automatically for successive periods until cancelled, and you authorize us and our payment processor to charge your payment method for each renewal. Fees are stated exclusive of applicable taxes, which you are responsible for paying. We may change fees or plan features on a prospective basis by giving reasonable notice before the change takes effect for your next billing period. Except where required by applicable law or expressly stated at purchase, fees are non-refundable. Some features may be offered free or at a discount during the beta period, and those terms may change when general availability begins.

9. Third-Party Services, Brokers, and Data

The Service may integrate with or rely on third parties, including brokers, market-data providers, payment processors, and other service providers. Those third parties operate independently of us, under their own terms and policies, and we do not control them. We are not responsible for the acts, omissions, availability, accuracy, or performance of any third party, and your use of any third-party integration is at your own risk and subject to your agreement with that third party. Third-party data may be inaccurate, delayed, incomplete, or unavailable, and we do not verify or guarantee it. See Section 12 for related risks.

10. Our Intellectual Property

The Service, including all software, features, designs, text, graphics, and other materials we provide (other than Your Content), and all related intellectual property rights, are owned by or licensed to Backtest Ltd. "Backtest.ai," the Backtest logo, and related names and marks are trademarks of Backtest Ltd. Nothing in these Terms grants you any right to use our trademarks without our prior written consent.

11. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or uninterrupted or error-free operation. We do not warrant that the Service will meet your requirements, that any results or outputs will be accurate or complete, or that defects will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

12. Risk Disclosure

This Section forms part of the Terms. By using the Service you acknowledge and accept the following.

No advice and no registration. The Service, and everything provided through it, is software and information for your own independent use. It is not investment, financial, legal, accounting, or tax advice, and is not a recommendation or solicitation to enter into any transaction. Backtest Ltd. is not registered as an investment adviser, dealer, portfolio manager, or in any similar capacity with the Canadian Investment Regulatory Organization (CIRO), any provincial or territorial securities regulator (including the Ontario Securities Commission), or any securities or financial regulatory authority in Canada, the United States, or any other jurisdiction. As a result, you do not receive the protections that may apply to clients of a registered firm. You should consult your own qualified financial, legal, and tax advisers before making any decision, and you are solely responsible for determining whether any strategy or transaction is suitable for you.

Trading involves substantial risk. Trading securities and derivatives, including options, involves a high degree of risk and is not suitable for everyone. You can lose some or all of your capital, and in some cases more than your initial investment, in a short period. If you use the Service in connection with options or other derivatives, you accept the specific risks of those instruments, which can include leverage, time decay, expiry, early assignment, illiquidity, and rapid loss of value. Only risk capital you can afford to lose, and do not use funds needed for living expenses, emergencies, or other obligations.

Backtesting and simulation have inherent limits. Backtest results, simulations, and modeled outputs are based on historical data and on assumptions (including modeled fills, spreads, slippage, and costs) that will not perfectly match live markets. Historical performance does not predict or guarantee future results, and simulated results do not represent actual trading. A model that performs well on historical data may perform poorly in live conditions. We make no representation, warranty, or guarantee about any result, outcome, profitability, or performance, and nothing in the Service should be read as a claim or promise of returns.

Data may be inaccurate. Market, pricing, corporate-action, earnings, and other data are sourced from third parties or derived from your inputs, and may be inaccurate, delayed, incomplete, or affected by events such as ticker changes, splits, or other corporate actions. You are responsible for verifying data before relying on it. Underlying instruments may change in ways that affect your strategies without notice, and we are not obligated to inform you of such changes.

Automation and broker-integration risks. Where the Service supports automation or connections to a third-party broker, automated actions may not perform as you intended, may not suit prevailing market conditions, and may produce results different from those you would have chosen manually. Orders may fail, be delayed, be rejected, be duplicated, or be executed incorrectly due to errors on our side, on the broker's side, in connectivity, or from unforeseen events, and authentication or access tokens may expire or be invalidated, which can cause automations to stop without notice. You are responsible for configuring, testing, and monitoring any automation, and for managing your own open positions directly with your broker if an automation fails for any reason. Any live order is executed by your broker under your agreement with that broker, not by us.

Your responsibility. You are solely responsible for your own research, decisions, configurations, and outcomes when using the Service. You use the Service at your own risk.

13. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Backtest Ltd. or its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, savings, goodwill, data, or trading or investment losses, arising out of or relating to the Service or these Terms, whether based in contract, tort (including negligence), or any other theory, even if we have been advised of the possibility of such damages. Our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the fees you paid to us for the Service in the 12 months before the event giving rise to the liability, or (b) CAD $100. Some jurisdictions do not allow certain limitations of liability, so some of these limitations may not apply to you, and nothing in these Terms limits liability that cannot be limited under applicable law.

14. Indemnification

You agree to indemnify and hold harmless Backtest Ltd. and its directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Service, Your Content, your trading or investment decisions, or your breach of these Terms or of any applicable law.

15. Suspension and Termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access to the Service, with or without notice, if you breach these Terms, if we reasonably believe your use is harmful or unlawful, or if we discontinue the Service. On termination, the licences granted to you end, and any Sections that by their nature should survive (including Sections 7, 10, 11, 12, 13, 14, and 17) will survive.

16. Changes to the Service and These Terms

We may modify, suspend, or discontinue any part of the Service at any time. We may also revise these Terms from time to time. If we make a material change, we will take reasonable steps to notify you, such as by posting the updated Terms with a new effective date or by contacting you. Changes take effect when posted unless stated otherwise, and your continued use of the Service after that means you accept the revised Terms.

17. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Before starting any formal proceeding, you agree to first contact us and attempt in good faith to resolve the dispute informally. If the dispute is not resolved, you and Backtest Ltd. agree that the courts located in Ontario will have jurisdiction, and you consent to the jurisdiction of those courts, subject to any non-waivable rights you may have under applicable consumer protection law.

18. General

These Terms, together with any plan-specific terms and our Privacy Policy, are the entire agreement between you and us regarding the Service, and supersede prior agreements on that subject. If any provision is found unenforceable, the rest remains in effect. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or otherwise; you may not assign them without our prior written consent. Our failure to enforce any provision is not a waiver. Headings are for convenience only.

19. Contact

Questions about these Terms can be sent to admin@backtest.ai, Backtest Ltd., 15 Wellesley Street West, Suite 201, Toronto, Ontario, M4Y 0G7, Canada.