Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and BIASafe ("Company," "we," "our," "us") concerning your access to and use of the BIASafe website and investment technology platform (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use the Services.

2. Use of Services

Eligibility: You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By using the Services, you represent and warrant that you meet these requirements.

Account Registration: To access certain features of the Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3. Investment Disclaimer

Not Financial Advice: The Services are provided for informational and technological purposes only. Nothing on the Services constitutes financial, investment, legal, or tax advice. You should consult with qualified professionals before making any investment decisions.

Risk Disclosure: Investing involves risk, including the potential loss of principal. Past performance does not guarantee future results. The value of investments can go down as well as up.

No Guarantees: We make no representations or warranties regarding the accuracy, completeness, or timeliness of any information provided through the Services. We do not guarantee any specific investment outcomes.

4. Intellectual Property Rights

The Services and all content, features, and functionality are owned by BIASafe and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. You may not:

• Copy, modify, distribute, sell, or lease any part of our Services
• Reverse engineer or attempt to extract the source code of our software
• Use the Services for any commercial purpose without our written consent
• Remove, alter, or obscure any proprietary notices

5. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Use the Services for any illegal purpose or in violation of any laws
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest any information from the Services without permission
• Use automated systems to access the Services without authorization

6. Subscription and Payments

Fees: Certain features of the Services may require payment of fees. All fees are non-refundable unless otherwise specified in writing.

Billing: By providing payment information, you authorize us to charge the applicable fees to your payment method. Subscription fees are billed in advance on a recurring basis.

Cancellation: You may cancel your subscription at any time. Cancellation will be effective at the end of the current billing period.

7. Indemnification

You agree to indemnify, defend, and hold harmless BIASafe and its affiliates, shareholders, officers, directors, employees, and agents (collectively, "BIASafe Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney's fees (collectively, "Losses") incurred by any BIASafe Indemnitee arising out of or related to your use of the Services, violation of these Terms, or infringement of any rights of another party.

8. Disclaimer of Representations and Warranties

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE SCOPE OF OUR RESPONSIBILITY TO YOU.

8.1 "As Is" and "As Available" Basis

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BIASAFE PLATFORM, WEBSITE, ALGORITHMS, AND ALL RELATED SERVICES (COLLECTIVELY, THE "SERVICES") ARE PROVIDED TO YOU STRICTLY ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS. BIASAFE INC. AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS (THE "BIASAFE PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

8.2 No Guarantee of System Integrity

WITHOUT LIMITING THE FOREGOING, THE BIASAFE PARTIES DO NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR SPECIFIC TRADING REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (C) THE CALCULATIONS, ALGORITHMIC SIGNALS, OR DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (D) ANY ERRORS IN THE SOFTWARE OR CODE WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT ALGORITHMIC TRADING SOFTWARE IS INHERENTLY COMPLEX AND SUBJECT TO MALFUNCTION, LATENCY, AND CONNECTIVITY ISSUES THAT ARE BEYOND OUR CONTROL.

8.3 Investment and Trading Risk Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT:

• NO FINANCIAL ADVICE: BIASAFE IS A TECHNOLOGY PROVIDER, NOT A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER. NOTHING ON THE PLATFORM CONSTITUTES PERSONALIZED INVESTMENT ADVICE, FINANCIAL PLANNING, OR A RECOMMENDATION TO BUY, SELL, OR HOLD ANY SPECIFIC SECURITY OR ASSET.
• HYPOTHETICAL PERFORMANCE: ANY BACK-TESTED DATA, PERFORMANCE GRAPHS, OR "PAPER TRADING" RESULTS SHOWN ON THE PLATFORM ARE STRICTLY HYPOTHETICAL. THEY ARE GENERATED WITH THE BENEFIT OF HINDSIGHT AND DO NOT REFLECT THE IMPACT OF MATERIAL ECONOMIC AND MARKET FACTORS. PAST PERFORMANCE (WHETHER ACTUAL OR HYPOTHETICAL) IS NOT INDICATIVE OF FUTURE RESULTS.
• LOSS OF PRINCIPAL: TRADING IN FINANCIAL MARKETS INVOLVES A SUBSTANTIAL RISK OF LOSS. YOU COULD LOSE SOME OR ALL OF YOUR PRINCIPAL INVESTMENT. STRATEGIES THAT PERFORMED WELL IN THE PAST MAY FAIL IN THE FUTURE DUE TO MARKET VOLATILITY OR CHANGING ECONOMIC CONDITIONS.

8.4 Third-Party Data Reliance

THE PLATFORM RELIES ON MARKET DATA (E.G., STOCK PRICES, INDEX CONSTITUENTS, COMPANY FINANCIALS, CORPORATE ACTIONS) INGESTED FROM THIRD-PARTY PROVIDERS. WE DO NOT AUDIT OR VERIFY THIS DATA. WE MAKE NO REPRESENTATION REGARDING THE ACCURACY OR TIMELINESS OF SUCH DATA AND SHALL NOT BE LIABLE FOR ANY TRADING LOSSES RESULTING FROM DELAYED, CORRUPT, OR INACCURATE DATA FEEDS.

9. Limitation of Liability

THIS SECTION LIMITS THE FINANCIAL DAMAGES YOU CAN RECOVER FROM US.

9.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIASAFE OR THE BIASAFE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS, REVENUE, OR EXPECTED RETURNS;
• LOSS OF DATA, GOODWILL, OR BUSINESS REPUTATION;
• COST OF PROCURING SUBSTITUTE GOODS OR SERVICES; OR
• TRADING LOSSES OR "OPPORTUNITY COSTS" (E.G., MONEY YOU "MIGHT HAVE MADE"),

ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, AND EVEN IF BIASAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Specific Causes of Loss

FOR THE AVOIDANCE OF DOUBT, BIASAFE SHALL NOT BE LIABLE FOR LOSSES ARISING FROM: (A) YOUR RELIANCE ON THE COMPLETENESS OR ACCURACY OF ANY TRADING STRATEGY OR ALGORITHM; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT OR SERVERS; (C) ANY INTERRUPTION, SUSPENSION, OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES (E.G., INTERNET OUTAGES); (D) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (E) THE ACTIONS OR INACTIONS OF YOUR BROKERAGE, CUSTODIAN, OR CLEARING FIRM.

9.3 Monetary Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE TOTAL CUMULATIVE LIABILITY OF BIASAFE AND THE BIASAFE PARTIES TO YOU FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO BIASAFE FOR THE USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• ONE HUNDRED U.S. DOLLARS ($100.00 USD).

THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

9.4 Jurisdictional Exceptions

SOME JURISDICTIONS (SUCH AS CERTAIN U.S. STATES OR CANADIAN PROVINCES) DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES (SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF BIASAFE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

9.5 Basis of the Bargin

YOU ACKNOWLEDGE AND AGREE THAT BIASAFE HAS OFFERED THE SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION 9 SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

Any disputes arising out of or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

12. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on this page and updating the "Effective Date." Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

13. Contact Information

If you have any questions about these Terms, please contact us:

Email: compliance@biasafe.ai
Address: BIASafe Inc., 4 Place Ville-Marie, Suite 300, Montreal, QC H3B 2E7, Canada