1. Binding Agreement & Professional Use

1.1 Acceptance

By accessing, registering for, or using CernoQuant ("Service," "Platform," "App"), you ("User," "You") legally agree to be bound by these Terms. If you do not agree, strictly do not use the Service.

1.2 Professional Tool (Consumer Law Waiver)

You acknowledge that the Service is a professional-grade analytical tool designed for financial journaling and data tracking. It is NOT a consumer good or entertainment product. By subscribing, you represent that you are using the Service for professional, self-directed, or business purposes. You expressly waive any status as a "consumer" under theConsumer Protection Act, 2019 (India) or similar laws in your local jurisdiction, to the fullest extent permitted by law.

1.3 No Guarantee of Outcome

We provide the tool, you provide the skill. We explicitly disclaim any guarantee of profitability, improved win rates, psychological mastery, or financial success.

2. Service Modification & Termination Rights

2.1 Absolute Right to Discontinue

We reserve the absolute, unrestricted right to modify, suspend, discontinue, or permanently terminate the Service (or any specific feature, including AI modules) at any time, for any reason, with or without notice.

2.2 No Liability for Shutdown

You agree that the Company shall NOT be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

2.3 Post-Termination Data

In the event of a permanent shutdown, while we may attempt to provide reasonable notice and a window for data export, we are under no obligation to do so. It is your sole responsibility to maintain independent backups of your trading journals.

2.4 Inactive Account Deletion

If your account remains inactive (no login) with a "Free" or "Expired" subscription status for a continuous period of one hundred and eighty (180) days, we reserve the right to permanently delete your account and all associated data (including trade logs and uploaded files) to conserve server resources. We are not liable for data lost due to inactivity. Active paid subscribers are exempt from this policy.

3. Artificial Intelligence & Psychology Disclaimer

3.1 Experimental Technology

The Service uses Artificial Intelligence (LLMs, Neural Networks) which is probabilistic and experimental. You acknowledge that AI outputs may be:

Factually Incorrect: ("Hallucinations")
Contextually Wrong: Missing market nuance
Mathematically Flawed: Miscalculating complex risk

3.2 NO Mental Health or Psychological Advice

The "Psychology," "Tilt Detection," and "Behavioral Analysis" features are mathematical pattern recognition tools ONLY. They do NOT constitute psychological counseling, therapy, or medical advice. If you are experiencing genuine mental distress, anxiety, or addiction related to trading, STOP using the Service and seek professional medical help.

3.3 Mental Health Crisis Disclaimer

⚠️ IMPORTANT: The Service is NOT intended to diagnose, treat, or respond to mental health crises. If you experience distress, suicidal thoughts, or psychological emergencies, seek professional help immediately. Contact a mental health professional, crisis hotline, or emergency services. We have no duty to intervene in personal crises.n

3.4 Non-Reliance

You agree strictly NOT to rely on AI outputs for financial or life decisions. The same data input may produce different AI outputs at different times. We do not guarantee consistency, accuracy, or completeness of AI features.

3.5 No Automated Decision-Making

The Service does not engage in automated decision-making that produces legal or similarly significant effects. All AI outputs require human interpretation and judgment. You maintain full control over all trading and financial decisions.

4. Regulatory & Financial Exclusion (The "SEBI" Shield)

4.1 Non-Regulated Entity

The Company is a Software-as-a-Service (SaaS) provider. We are NOT registered with, regulated by, or subject to the oversight of:

Securities and Exchange Board of India (SEBI)
Reserve Bank of India (RBI)
US Securities and Exchange Commission (SEC)
Any other financial regulatory body worldwide

4.2 No Investment Advice

Nothing in the App, including "Strategy Analysis" or "Trade Expectancy," constitutes:

Investment Advice
Research Analysis
Portfolio Management Services (PMS)
Trading Signals or Tips

4.3 Risk of Loss

Trading financial markets (Stocks, F&O, Crypto, Forex) involves a high risk of loss. You acknowledge that you are solely responsible for your trading decisions. The Service provides hindsight analysis, not foresight predictions. We are not responsible for your trading losses, even if those losses occurred while using our strategies or insights.

5. Data Integrity, Broker Integrations & Backups

5.1 "As-Is" Broker Data

If you sync a broker account or upload broker statements, you acknowledge that we are not responsible for:

API downtime or latency
Data discrepancies between the broker and our Service
Errors in parsing PDF/CSV files

5.2 No Warranty of Data Preservation

The Service is NOT a data vault. We do not guarantee that your data will be error-free, lossless, or continuously available. Database corruption or server failures can occur.You are responsible for keeping your own copies of your trading logs.

5.3 User Data Responsibility

We calculate metrics based strictly on the data you upload. If your CSV is wrong, your analytics will be wrong ("Garbage In, Garbage Out"). We do not verify your data against broker records.

6. User Conduct, Defamation & Anti-Abuse

6.1 Prohibited Acts

You agree NOT to:

Share accounts (Strictly 1 User per License)
Reverse engineer, decompile, or "scrape" the platform or its APIs
Resell access to the Service
Abuse AI endpoints (e.g., sending non-trading related prompts or attempting to "jailbreak" the AI)
Use the Service to generate "Signals" for sale to third parties
Use the Service to build a competing product

6.2 Non-Disparagement & Defamation (Refined)

You agree not to make knowingly false, misleading, or malicious statements presented as fact about the Company, its founders, or its technology on public forums (e.g., Twitter/X, Reddit, YouTube, LinkedIn) especially regarding financial losses you incur while using the tool. Honest reviews and constructive criticism are permitted. We reserve the right toterminate accounts and pursue legal action for malicious reputational damage.

6.3 Defamation & Malicious Statements

You agree that malicious, demonstrably false statements may cause irreparable harm to the Company. The Company reserves the right to seek injunctive relief and damages as permitted by law, including recovery of legal costs and expenses incurred in addressing such statements. This does not restrict honest reviews or constructive criticism.

6.4 Violation Consequences

Violation of this section allows us to terminate your account immediately without refund.

6.5 Global Trade Compliance & Sanctions

By using the Service, you represent and warrant that:

You are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions (including Iran, North Korea, Syria, Cuba, or sanctioned regions of Russia/Ukraine)
You are not identified on any sanctions list maintained by the US, EU, UK, UN, or India
You will not use the Service in violation of applicable export control or sanctions laws

We reserve the right to immediately terminate accounts associated with sanctioned regions or individuals without refund to comply with applicable law.

7. Payments, Chargebacks & Refunds

7.1 Merchant of Record

Our order process is conducted by our online reseller/Merchant of Record (e.g., Lemon Squeezy, Paddle). Payment processing is subject to their terms. We do not control chargeback decisions, refund reversals, or processor-mandated actions.

7.2 All Sales Final & EU/UK Consumer Waiver

NO REFUNDS. Due to the immediate digital nature of the Service (immediate access to intellectual property and server resources), ALL SALES ARE FINAL. We do not offer refunds for "change of mind," "market losses," or "dissatisfaction with features."

EU/UK Customers: By subscribing, you expressly consent to the immediate delivery of digital content and acknowledge that you thereby lose your right of withdrawal (14-day cooling-off period) under the Consumer Rights Directive (2011/83/EU) and UK Consumer Rights Act 2015.

7.3 Chargebacks & Payment Disputes

Unauthorized or bad-faith chargebacks may be treated as abuse of service. We reserve the right to:

Immediately terminate your account
Dispute the chargeback with evidence of service delivery
Report the incident to fraud prevention services

You agree to contact us at [email protected] to resolve disputes before initiating chargebacks.

7.4 Price Changes

We reserve the right to modify pricing with 30 days notice. Existing subscribers will be notified before any price changes affect their subscription.

7.5 Taxes & GST (India)

Prices displayed may be exclusive of applicable taxes.

Global Users: You are responsible for any local taxes, VAT, or duties. Our Merchant of Record will collect VAT/Sales Tax where legally required.
Indian Users: GST will be levied where applicable. If you require a GST Invoice for Input Tax Credit, provide your valid GSTIN at checkout. Invoices cannot be amended after issuance.

8. Limitation of Liability (The "Nuclear" Cap)

8.1 The Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS SHALL BE LIMITED TO THE AMOUNT YOU PAID US IN THE LAST ONE (1) MONTH, OR $50 USD, WHICHEVER IS LOWER. This limitation appliesREGARDLESS OF THE LEGAL THEORY (contract, tort, negligence, strict liability, or any other theory).

8.2 Exclusion of Damages

WE ARE NEVER LIABLE FOR:

TRADING LOSSES (Even if our app crashed while you were in a trade)
MISSED PROFITS (Even if our AI missed a setup)
DATA LOSS
PSYCHOLOGICAL DISTRESS
SERVICE INTERRUPTIONS
SYSTEM FAILURES

8.3 Consumer Law Fallback

If you are in a jurisdiction that does not allow the exclusion of certain warranties (e.g., specific Consumer Protection laws), our liability shall be limited to the absolute minimum extent permitted by that law.

9. Indemnification

You agree to indemnify, defend, and hold harmless CernoQuant and its founders from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from:

Your trading activity (Win or Loss)
Your breach of these Terms
Your violation of any third-party rights (e.g., uploading copyrighted charts)
Any claim that your usage of the Service caused damage to a third party

10. Governing Law & Dispute Resolution (The "Bengaluru Fortress")

10.1 Governing Law

These Terms are governed by the laws of the Republic of India.

10.2 Mandatory Arbitration (Legally Compliant)

Any dispute shall be referred to binding arbitration in Bengaluru, India.

Arbitrator: A sole arbitrator mutually appointed by the parties. If parties cannot agree within 30 days, the arbitrator shall be appointed in accordance with theArbitration and Conciliation Act, 1996.
Language: English
Cost: Each party bears their own costs; the loser pays the arbitrator fees.

10.3 Exclusive Venue

Subject to arbitration, you consent to the exclusive jurisdiction of the courts in Bengaluru, Karnataka. You waive any objection to this venue based on "inconvenient forum."

10.4 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.Disputes must be resolved on an individual basis.

10.5 Class Action Bounty

Attempting to organize, participate in, or solicit others for a Class Action against the Company is a material breach of these Terms, resulting in immediate account termination without refund and permanent data deletion.

10.6 Frivolous Claims

If you file a claim against the Company that is dismissed as frivolous, meritless, or in bad faith, the Company reserves the right to seek recovery of reasonable legal defense costs as permitted by law. You agree not to file repetitive claims arising from the same facts after an initial claim has been resolved against you.

10.7 International Users & Governing Law

If you are outside India (USA, EU, UK, etc.), you voluntarily subject yourself to Indian Law and jurisdiction. Nothing in these Terms is intended to limit any non-waivable statutory rights under applicable data protection or consumer protection laws. Where such rights apply, they shall be exercised exclusively through the mechanisms described in our Privacy Policy and these Terms, to the fullest extent permitted by law.

11. General Provisions (The "Safety Net")

11.1 Survival

Sections regarding Liability, Indemnification, Arbitration, Intellectual Property, and Disclaimers shall survive the termination of this agreement.

11.2 Assignment (Exit Strategy)

We may assign, transfer, or sell our rights and obligations under these Terms (e.g., in a merger or acquisition) without your consent. You may not assign your account to anyone else.

11.3 Beta Features

Any feature marked "Beta," "Lab," or "Experimental" is provided "as-is" withzero reliability guarantees.

11.4 Severability

If any part of these Terms is found unenforceable (e.g., by a judge), the rest of the Terms remain in full force ("Blue Pencil" rule).

11.5 Force Majeure

We are not liable for any failure to perform our obligations where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "cloud" provider outages).

11.6 Mission-Critical Denial

The Service is NOT designed for real-time trading execution, emergency decision-making, or mission-critical financial operations. You acknowledge that downtime, delays, or errors in the Service shall NOT be grounds for claims of financial loss.

11.7 Heirs & Successors

These Terms shall be binding upon your heirs, executors, administrators, and successors. Your estate is precluded from bringing claims that you were barred from bringing during your lifetime.

11.8 Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of significant changes via email or through the platform. Your continued use of the Service after changes constitutes acceptance of the modified Terms.

12. Contact

For legal notices or support:

Email: [email protected]

Address: Bengaluru, Karnataka, India

By using CernoQuant, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.

You acknowledge this is a professional tool, not financial advice, and you accept binding arbitration in Bengaluru, India.