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 (“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, as updated from time to time subject to Section 13. 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, the Disclaimer applies to use of the open-source NautilusTrader software. Use of proprietary products and services is governed by these Terms. Open-source NautilusTrader software is licensed separately under its applicable open-source licence.

Subject to these Terms and payment of applicable fees, Nautech Systems grants you a limited, non-exclusive, non-transferable, non-sublicensable licence 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
• Sublicence, 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 licence enforcement mechanism
• Exceed the scope of use specified in your subscription or order form, including any limits on users, instances, or deployment environments

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.

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 licence expressly granted in Section 4.

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.

Fees may be subscription-based, usage-based, or one-off, as disclosed at purchase time. Fees are billed as disclosed and are non-refundable except as required by applicable law or as expressly stated. You may cancel a subscription effective at the end of the current billing period. We may suspend access for non-payment following reasonable notice.

The Proprietary Products and Services are provided “as is” and “as available”, without warranties of any kind, express or implied, subject to any non-excludable consumer guarantees.

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.

You retain ownership of data you submit to or generate through the Proprietary Products or Services. You grant Nautech Systems a limited licence 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.

We may suspend or terminate access immediately for material breach, unlawful use, security threats, Acceptable Use Policy violations, or circumvention of licence or access controls. For other breaches, we will provide reasonable notice and an opportunity to cure where appropriate.

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 the affected service in the 12 months preceding the event giving rise to the claim, or, if greater, the one-off fee paid for the specific affected service.

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.

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.

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