Terms of Service
These Terms of Service (“Terms”) form a binding agreement between you and Cetagon Inc., a corporation incorporated under the Canada Business Corporations Act (“Cetagon,” “we,” “us,” or “our”), and govern your access to and use of the Cetagon website, application, and related services (collectively, the “Service”).
Please read these Terms carefully. They contain important provisions including a disclaimer of warranties, limitations on our liability, a class-action waiver and binding individual arbitration agreement that applies to users in the United States (Section 23.1), and provisions about governing law and how disputes are resolved (Sections 21-23).
1. Acceptance of these Terms
By clicking “I agree,” creating an account, or otherwise using the Service, you agree to these Terms and to our Privacy Policy and Risk & AI Disclaimer, which are incorporated by reference. If you do not agree, do not use the Service. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
2. Eligibility
You may use the Service only if all of the following are true:
- you are at least eighteen (18) years old and have legal capacity to enter into a contract;
- you are a resident of the United States or Canada (the Service is not offered to users outside these jurisdictions, and we may block access from other regions);
- you are not barred from receiving the Service under the laws of your jurisdiction; and
- your access has not previously been terminated by us for breach of these Terms.
3. The Service
The Service is a software tool that lets you describe your investing rules in plain language, convert them into guardrails, monitor connected portfolio data, receive alerts, run analyses and simulations against historical or synthetic data, view AI-generated rule critiques and suggested action drafts, and organize your own investment plan. The Service is provided for planning, analysis, discipline support, and educational purposes only. The Service does not execute live trades, hold customer funds, or act as a custodian. Any trading must be done by you, in your own brokerage account, in your own name.
4. No advisory relationship
Cetagon is not, and the Service does not make us, any of the following:
- a U.S. registered investment adviser, broker-dealer, or commodity trading advisor;
- a Canadian registered adviser, dealer, or member of the Canadian Investment Regulatory Organization (CIRO);
- a financial planner, fiduciary, tax adviser, accountant, or attorney to you.
Nothing in the Service or the AI-generated content within it constitutes personalized investment, legal, tax, accounting, or insurance advice. Your use of the Service does not create a fiduciary, advisory, or professional-services relationship between you and us. Before acting on anything you see in the Service, consult qualified professionals licensed in your jurisdiction.
5. AI-generated content
Parts of the Service use third-party large language models (currently Anthropic Claude) to generate suggestions, critiques, explanations, rule drafts, and scenario commentary from your inputs. AI-generated content is produced by a probabilistic statistical model and:
- may be incorrect, incomplete, out of date, biased, or misleading;
- does not reflect any human judgment by us about your specific situation;
- is not a recommendation to buy, sell, or hold any security or other asset;
- requires independent verification before you take any action based on it.
You are solely responsible for evaluating the AI output and deciding whether and how to act on it. We make no warranty that AI output will be accurate, complete, current, or suitable for your circumstances.
6. Investment risk disclosures
Investing involves substantial risk, including the possible loss of principal. Important risks include:
- No guarantee of returns. Past performance, including any historical back-test or scenario shown in the Service, is not indicative of future results.
- Backtest limitations. Back-tests are inherently hypothetical. They may suffer from survivorship bias, look-ahead bias, over-fitting, and assumptions about fees, slippage, taxes, dividends, and corporate actions that do not match real-world execution.
- Market risk. Markets can move sharply against any position. Volatility, concentration, liquidity, currency, interest-rate, credit, geopolitical, and tax risks can all materially affect outcomes.
- Tax risk. Tax outcomes depend on your individual circumstances and on rules that change over time. Estimates shown in the Service are illustrative only and are not tax advice.
- Data risk. Market data and other third-party information shown in the Service may be delayed, incorrect, or incomplete.
7. Your account and responsibilities
- You agree to provide accurate information when creating your account and to keep it current.
- You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify us immediately at info@cetagon.com if you suspect unauthorized access.
- You agree that the investor profile, tax profile, portfolio data, and other inputs you provide to the Service are accurate to the best of your knowledge. The Service’s output is only as good as the inputs you give it.
8. Acceptable use
You agree not to:
- access or use the Service to provide investment advice, brokerage, or other regulated services to any third party unless you yourself hold the licenses required to do so;
- scrape, mirror, frame, or otherwise systematically extract content from the Service except as expressly permitted by us in writing;
- reverse engineer, decompile, or attempt to derive source code, model weights, or underlying prompts of the Service, except as permitted by mandatory law;
- probe, attack, or attempt to disrupt the Service or any third-party service it depends on, or circumvent any rate-limit, quota, or access control;
- use the Service to send spam, malware, or unlawful content, or to violate any applicable law, rule, or regulation (including securities, tax, anti-money-laundering, and sanctions laws);
- use the Service in a way that infringes another person’s intellectual property, privacy, or other rights;
- share, sell, sublicense, or otherwise transfer your account or access to the Service.
9. Brokerage connections
The Service may allow you to read holdings, balances, and transaction history from your own brokerage account through the third-party connectivity provider SnapTrade (Passiv Technologies Inc.). When you initiate such a connection:
- you authorize SnapTrade and Cetagon to access read-only data from the brokerage accounts you designate, on the terms presented to you at the time of connection;
- your relationship with your broker is governed by your separate agreement with that broker, and we are not a party to it;
- the current Service does not place live orders, withdraw funds, or move assets on your behalf. If a future confirm-to-execute feature is offered, it will require your explicit, contemporaneous confirmation and may be subject to additional terms;
- you can revoke the connection at any time in the Service or with your broker, and we will stop fetching new data when you do.
We do not warrant the accuracy or completeness of data we receive from brokers or from SnapTrade, and we are not responsible for actions or omissions of your broker, of SnapTrade, or of any market-data vendor.
If you mark an alert or suggested action as executed, you are recording an action you took or intend to take outside Cetagon unless the Service expressly tells you otherwise. You remain responsible for confirming all order details directly with your broker before placing any trade.
10. Fees, billing, and refunds
Certain parts of the Service require a paid subscription plan, such as Plus or Pro. We display the applicable fees, billing frequency, trial terms, included quotas, and any applicable taxes before you subscribe. If you start a free trial, the checkout flow will tell you when the trial ends and when billing begins unless you cancel first.
- subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date;
- payments are processed by our payment provider Paddle, which acts as the merchant of record; you authorize Paddle to charge your selected payment method;
- unless required by law or expressly stated otherwise, fees are non-refundable once a billing period has begun. We may, in our discretion, offer pro-rata refunds or credits in case of service outages or material defects;
- you may cancel your subscription at any time from your account; cancellation takes effect at the end of the current billing period.
We may change plan names, prices, features, quotas, or trial availability prospectively. Any material paid-plan changes will be shown before they apply to you, and any change to an existing subscription will be handled through the notice and renewal rules required by applicable law and by Paddle.
Some jurisdictions provide statutory rights of withdrawal or cancellation. Nothing in this Section limits those rights.
11. Your content and data
You retain all rights in the data you submit to the Service, including your investor profile, tax profile, portfolio inputs, rules, and any content you generate in the Service (collectively, “Your Content”). You grant Cetagon a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, modify, and process Your Content solely as necessary to operate, maintain, secure, and improve the Service for you, and to comply with our legal obligations. This licence ends when Your Content is deleted from our active systems, subject to backup rotation described in the Privacy Policy.
You represent that you have all rights needed to provide Your Content to the Service and that Your Content does not violate any applicable law or third-party right.
12. AI output
As between you and us, you own the AI-generated outputs that are produced for you in response to your inputs, subject to our underlying intellectual property in the Service itself and to any rights of third-party model providers. We make no warranty of non-infringement with respect to AI outputs, and you are responsible for confirming that any use you make of those outputs (including republishing or redistributing them) is lawful and does not infringe any third-party right. Identical or similar AI outputs may be generated for other users; we do not promise that AI outputs are unique to you.
13. Our intellectual property
The Service, including all software, user interfaces, designs, text, graphics, logos, and the “Cetagon” name and marks, is owned by Cetagon or its licensors and is protected by intellectual-property and other laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Service for your personal, non-commercial investment planning. All rights not expressly granted are reserved.
14. Feedback
If you send us suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, including to improve the Service. We are not obligated to use, credit, or compensate you for feedback.
15. Third-party services
The Service depends on, and may link to, third-party services (including Supabase, Anthropic, Vercel, Inngest, Upstash, Resend, Paddle, SnapTrade, Financial Modeling Prep, and the U.S. Federal Reserve Economic Data (FRED) service). Those third-party services are governed by their own terms and privacy policies, and we are not responsible for their content, availability, or practices. Your use of any third-party service is at your own risk.
16. Privacy
Our collection, use, and disclosure of personal information is described in our Privacy Policy. By using the Service, you acknowledge that you have read the Privacy Policy.
17. Beta features
From time to time we may make pre-release, alpha, beta, preview, or experimental features (“Beta Features”) available. Beta Features are provided “as is” for testing purposes, may change or be discontinued at any time, are not subject to any service levels or warranties, and may have additional terms presented to you when you access them.
18. Disclaimer of warranties
The service and all content, ai outputs, analyses, suggestions, back-tests, market data, and other information made available through the service are provided on an “as is” and “as available” basis, without warranty of any kind, whether express, implied, or statutory. to the maximum extent permitted by applicable law, cetagon and its suppliers disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and quiet enjoyment, and any warranties arising from a course of dealing or trade usage. cetagon does not warrant that the service will be uninterrupted, secure, or error-free, that defects will be corrected, or that the service or the servers that make it available are free of viruses or other harmful components.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the warranties excluded above are excluded to the maximum extent permitted by law.
19. Limitation of liability
to the maximum extent permitted by applicable law, in no event will cetagon, its directors, officers, employees, contractors, agents, suppliers, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or in connection with these terms or the service, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if cetagon has been advised of the possibility of such damages.
in no event will cetagon’s total aggregate liability arising out of or in connection with these terms or the service exceed the greater of (a) the amount you paid to cetagon in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, or limit liability for personal injury, fraud, or other categories of harm. Nothing in these Terms limits liability that cannot be limited by applicable law (including liability for fraudulent misrepresentation, gross negligence, or personal injury caused by negligence). In those jurisdictions, the limitations above apply to the maximum extent permitted by law.
20. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless Cetagon and its directors, officers, employees, contractors, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (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 any applicable law, or (d) your investment decisions or trading activity in any account, whether or not informed by the Service.
21. 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, in whole or in part, with or without notice, if:
- we reasonably believe you have breached these Terms or applicable law;
- required to do so by law, regulation, or order of a court or regulator;
- continued provision is no longer commercially viable for us, in which case we will use reasonable efforts to give you advance notice and a way to export Your Content.
Sections that by their nature should survive termination (including Sections 4-6, 8, 11-14, 18-20, 22-23, and 25-26) will survive.
22. Dispute resolution and governing law
22.1 Informal resolution first
Before filing a formal claim, you agree to first contact us at info@cetagon.com and describe the dispute in reasonable detail. We will try in good faith to resolve the dispute within thirty (30) days of receiving your notice. This step is required before either party may begin arbitration or litigation.
22.2 Governing law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Mandatory consumer-protection laws of the jurisdiction in which you reside continue to apply where they would otherwise govern.
22.3 Region-specific dispute resolution
How disputes are resolved depends on where you reside. See Section 23.
23. Region-specific provisions
23.1 Users in the United States, binding arbitration and class waiver
If you are a resident of the United States, this Section 23.1 applies to you. You and Cetagon agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (other than a small-claims action described in Section 23.3) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as modified by these Terms. The arbitration will be conducted in English, on a documents-only basis where the amount in dispute is below the threshold set by the AAA rules, otherwise by videoconference or (if both parties agree) in person at a mutually agreed location. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this agreement to arbitrate.
you and cetagon waive the right to a trial by jury and the right to participate in a class action, class arbitration, private attorney general action, or any other consolidated, representative, or collective proceeding. claims of more than one person cannot be arbitrated or litigated jointly. the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only on an individual basis to the extent necessary to provide relief warranted by the individual claim, and may not award relief on behalf of a class or other users.
30-day opt-out: you can opt out of this arbitration and class-waiver provision by sending a written notice to info@cetagon.comwith the subject line “Arbitration Opt-Out” within thirty (30) days of first accepting these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you do not wish to resolve disputes through arbitration. If you opt out, the rest of these Terms (including Sections 22 and 23.3) still apply.
If the class-action waiver is found to be unenforceable as to a particular claim or request for relief, that claim or request will be severed and resolved in the courts of Ontario in accordance with Section 23.2; the remainder of the arbitration agreement will otherwise be enforceable.
23.2 Users in Canada, exclusive Ontario jurisdiction
If you are a resident of Canada, this Section 23.2 applies to you.You and Cetagon agree to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute, claim, or controversy arising out of or relating to these Terms or the Service. The arbitration provisions in Section 23.1 do not apply to you and you do not waive any class-action rights. Nothing in these Terms limits any rights you may have under provincial consumer-protection legislation, including the Consumer Protection Act, 2002 (Ontario) or the Consumer Protection Act (Québec).
23.3 Small claims carve-out (all users)
Either party may bring an individual action in small-claims court of competent jurisdiction in the claimant’s place of residence for any claim that qualifies for the jurisdictional limits of that court, instead of using arbitration or initiating an action in the Ontario courts.
23.4 Time limit on claims
To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim arose; otherwise it is permanently barred.
24. Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will update the “Effective date” above and notify you by in-app notice or email at least fifteen (15) days before the change takes effect. Non-material changes (such as clarifications and typographical corrections) take effect when posted. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Service and may close your account.
25. Miscellaneous
- Entire agreement.These Terms (together with the Privacy Policy, the Risk & AI Disclaimer, and any plan-specific terms presented to you in the Service) are the entire agreement between you and us regarding the Service and supersede any prior agreements.
- Severability. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.
- No waiver. Our failure to enforce a right or provision is not a waiver of that right or provision.
- Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including acts of God, war, terrorism, civil disturbance, labour disputes, internet or telecommunications failures, or governmental action.
- Notices. We may send you notices by email to the address associated with your account or by posting in the Service. You must send legal notices to Cetagon at info@cetagon.com.
- Headings. Section headings are for convenience only and do not affect interpretation.
- Language.These Terms are drafted in English. If we provide a translated version, the English version controls in case of conflict, except where mandatory law of your jurisdiction requires otherwise (including, for Québec residents, the French language).
26. Contact
Questions about these Terms can be sent to:
Cetagon Inc.
2016-30 Greenfield Ave
North York, ON M2N 6N3
Canada
Email: info@cetagon.com