These Terms of Service (“Terms”) govern access to and use of the NautilusTrader websites, accounts, portals, and proprietary products and services made available by Nautech Systems Pty Ltd (ABN 88 609 589 237) (“Nautech Systems”, “we”, “us”, or “our”). By accessing or using the services, you agree to be bound by these Terms.

These Terms may be supplemented by separate written agreements or order forms for specific services.

You must be at least 18 years of age and have the legal capacity to enter into these Terms. If you act on behalf of an entity, you represent that you have authority to bind that entity.

These Terms apply to proprietary products and services accessed via authenticated or subscription-based channels (“Proprietary Products” and “Proprietary Services”). Use of the services is subject to:

• the Acceptable Use Policy;
• the Responsible Disclosure Policy; and
• any other policies referenced in these Terms or made available on our website,

as each may be updated from time to time subject to Section 14. You are solely responsible for ensuring that your use of the services complies with all applicable laws, regulations, and rules in the jurisdictions in which you operate.

For avoidance of doubt, use of the open-source NautilusTrader software is subject to the Disclaimer and the applicable open-source licence. Use of Proprietary Products and Services is subject to these Terms and the Disclaimer.

Subject to these Terms and payment of applicable fees, Nautech Systems grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Proprietary Products and Services solely for your own internal business operations, including use by your employees and contractors acting on your behalf.

You may not:

• Redistribute, resell, lease, lend, or otherwise make available any Proprietary Product or Service, or any component thereof, to any third party.
• Use any Proprietary Product or Service to operate a managed service, service bureau, hosting service, or multi-tenant platform for the benefit of third parties.
• Use any Proprietary Product or Service, or component thereof, to offer, directly or indirectly, a substantially similar hosted, managed, or cloud-based product or service to third parties.
• Sublicense, assign, or transfer your access or subscription rights to any third party without prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or data structures from any Proprietary Product, except to the extent expressly permitted by applicable law that cannot be excluded by agreement.
• Remove, alter, or obscure any proprietary notices, labels, or markings on or within the Proprietary Products.
• Circumvent or attempt to circumvent any technical protection, access control, or license enforcement mechanism.
• Exceed the scope of use specified in your subscription or order form, including any limits on users, instances, or deployment environments.
• Use the Proprietary Products or Services in any manner that violates our Acceptable Use Policy, Responsible Disclosure Policy, or any other applicable policy.

For avoidance of doubt, a subscription to one or more Proprietary Products does not grant any right to use those products to provide hosted, managed, or cloud-based services to third parties, whether or not a fee is charged.

This licence applies only to Proprietary Products and Services. The open-source NautilusTrader software is licensed separately under its applicable open-source licence.

All intellectual property rights in the Proprietary Products and Services, including software, container images, binaries, documentation, and related materials, are and remain the exclusive property of Nautech Systems or its licensors. Nothing in these Terms transfers or assigns any ownership interest to you. Your rights are limited to the license expressly granted in Section 4.

Use of our trademarks, logos, and brand elements is governed by our Trademark Policy. Nothing in these Terms grants you any right to use our trademarks except as expressly permitted in that policy or with our prior written consent.

Proprietary Services may integrate with or provide connectivity to third-party platforms, venues, and data providers. Nautech Systems does not guarantee the availability, accuracy, or performance of third-party services, and is not responsible for any loss arising from third-party service failures. Your use of third-party services is subject to the terms and conditions of those third parties.

When using third-party integrations, you remain responsible for protecting any credentials, API keys, or access tokens. We are not responsible for security breaches or data loss arising from your use of third-party services or your failure to secure third-party credentials.

Fees may be subscription-based, usage-based, or one-off, as disclosed at the time of purchase. Fees are non-refundable except as required by applicable law or as expressly stated in these Terms.

The Proprietary Products and Services are provided “as is” and “as available”, without warranties of any kind, express or implied. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be lawfully excluded under the Australian Consumer Law or other applicable consumer protection laws.

Each party shall treat the other’s confidential information with reasonable care and not disclose it except as necessary to perform obligations under these Terms, to comply with applicable law, or with the other party’s prior written consent. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

We may share confidential information with related entities within the Nautech Systems group where reasonably necessary to provide the Proprietary Products and Services, manage commercial partnerships, or support business operations. Related entities are bound by equivalent confidentiality obligations.

For information about related entities and their commercial arrangements with exchanges and venues, see our Disclosures document.

You retain ownership of data you submit to or generate through the Proprietary Products or Services. You grant Nautech Systems a limited license to host, process, and use such data solely to provide and improve the services. Upon suspension or termination, we will, where technically feasible, provide a reasonable opportunity to export your data for a limited period, unless doing so would pose a security risk, violate law, or be necessary to prevent ongoing misuse.

You are responsible for maintaining your own backups of your data. While we implement reasonable security measures, you acknowledge that no system is completely secure and that you use the services at your own risk. You must immediately notify us of any unauthorised access to your account or data by following the process in our Responsible Disclosure Policy.

You may terminate your use of the services at any time by providing written notice to legal@nautechsystems.io. For subscription-based services, termination will be effective at the end of your current billing period. For other services, termination is effective upon receipt of your notice.

We may suspend access for non-payment following reasonable notice.

We may also suspend or terminate access immediately for material breach, unlawful use, security threats, Acceptable Use Policy violations, or circumvention of license or access controls. For other breaches, we will provide reasonable notice and an opportunity to cure where appropriate. Upon termination, your licence to use the services ends immediately and you must stop using the services.

Fees already paid are non-refundable except as required by applicable law or if you terminate within 30 days of a material change to these Terms (Section 14).

To the maximum extent permitted by law, Nautech Systems will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity. Where liability cannot be excluded, total aggregate liability arising out of or in connection with the Proprietary Products or Services is limited to the total fees paid by you for all Proprietary Products and Services in the 12 months immediately preceding the event giving rise to the claim.

We may update these Terms from time to time. We will notify you of any updates by email and/or by posting a notice on our website.

If we make a material adverse change to these Terms or incorporated policies, we will provide at least 30 days’ notice. You may, within 30 days of such notice, terminate your subscription and receive a pro-rata refund of prepaid fees for the unused period.

Your continued use of the services after any changes takes effect means you accept the updated Terms.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

These Terms are governed by the laws of New South Wales, Australia, and you submit to the exclusive jurisdiction of its courts.

Before commencing court proceedings, a party must notify the other party in writing and meet with a representative within 30 days to attempt to resolve the dispute. If unresolved, either party may refer the dispute to mediation administered by the Australian Disputes Centre. This does not prevent seeking urgent injunctive or equitable relief.

Neither party will be liable for delays or failures to perform due to events beyond its reasonable control, including natural disasters, pandemics, government actions, third-party service failures, infrastructure outages, or cyberattacks. The affected party must promptly notify the other party and use reasonable efforts to resume performance. Either party may terminate if performance is prevented for more than 60 days. This does not excuse payment obligations.

Questions regarding this document may be directed to legal@nautechsystems.io.