Quawd · Legal

Terms of Service

Quawd Terms of Service

Version: 0.3 Last updated: 2026-05-08

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between you and Quawd, Inc. ("Quawd", "we", "us", "our") governing your access to and use of the Quawd Platform, including the Quawd website, web application, in-product configuration assistant ("Quawd Bot"), and any related services, APIs, and tools (collectively, the "Service"). By creating an account, signing in, or using the Service in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Trading Risk Disclosure, each of which is incorporated into these Terms by reference.

If you do not agree to these Terms, you may not use the Service.

2. Eligibility

You must be at least eighteen (18) years of age and capable of forming a legally binding contract under the laws of your jurisdiction to use the Service. By using the Service you represent and warrant that you meet this requirement. The Service is not offered to, and may not be used by, any person located in a jurisdiction where access to or use of the Service would be unlawful or where Quawd has determined not to make the Service available.

3. Definitions

"Account" means the account you create on the Service.
"Brokerage Account" means any third-party brokerage or exchange account you connect to the Service.
"Strategy" means a trading rule set you create using the Service, including its associated cards, conditions, parameters, and metadata.
"User Content" means any content you submit to or generate on the Service, including Strategies, configuration data, notes, and any input you provide to Quawd Bot.
"Hypothetical Results" means simulated performance metrics generated from backtests, paper-trading sessions, or any other simulation of a Strategy against historical or simulated market data.

4. Account Registration and Security

You agree to provide accurate and complete information when creating an Account, to keep that information current, and to maintain the confidentiality of your credentials. You are solely responsible for all activity that occurs under your Account, including activity by anyone you permit to access your Account or Brokerage Accounts through the Service. You agree to notify Quawd promptly of any unauthorized use of your Account or any other breach of security. Quawd will not be liable for any loss or damage arising from your failure to comply with this Section.

5. Description of the Service

The Service is a software tool that allows users to design, test, and optionally execute algorithmic trading strategies against the user's own brokerage accounts. The Service includes:

A strategy builder that allows users to compose Strategies from configuration cards, conditions, and parameters.
Backtesting and paper-trading simulation that produces Hypothetical Results based on historical or simulated market data.
An optional in-product configuration assistant ("Quawd Bot") that helps users configure and compose user-specified technical rules.
Optional integration with third-party brokerages that, if enabled by the user, allows the Service to transmit orders generated from user-authorized Strategies through that brokerage's API.

The Service is a tool, not an investment adviser, broker-dealer, or fiduciary. Section 9 describes this in more detail.

6. License Grant; User Content; Strategy Ownership

6.1 License to use the Service

Subject to these Terms, Quawd grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business use.

6.2 Your Strategies are yours

You retain all right, title, and interest in and to the Strategies you create on the Service. Quawd does not claim ownership of your Strategies.

6.3 License you grant to Quawd

You grant Quawd a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use your User Content solely to operate, maintain, and improve the Service. This license terminates when you delete the relevant User Content or your Account, except that Quawd may retain anonymized or aggregated information derived from User Content, and may retain consent and audit records as described in Section 17 and our Privacy Policy.

6.4 Feedback

If you provide Quawd with feedback or suggestions about the Service, you grant Quawd a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

7. Acceptable Use

You agree not to:

use the Service for any unlawful purpose or in violation of any applicable law or regulation;
attempt to interfere with, disrupt, or compromise the integrity or security of the Service, including by reverse-engineering, decompiling, or attempting to extract source code or models;
attempt to access another user's Account or any non-public area of the Service;
use the Service to engage in, facilitate, or attempt market manipulation, spoofing, layering, or any other manipulative or abusive trading practice;
use the Service to evade applicable broker, exchange, or jurisdictional rules, including pattern day trader rules, position limits, and short-selling restrictions;
use the Service to provide investment advice or trading services to third parties, or to manage assets for any person other than yourself, unless you are appropriately licensed to do so and have a separate written agreement with Quawd; and
circumvent, attempt to circumvent, or scrape any rate limits, quotas, or access controls.

Quawd may, at its sole discretion, suspend or terminate your access for any actual or suspected violation of this Section.

8. Brokerage Connections

If you connect a Brokerage Account to the Service, you authorize Quawd to access and act on that Brokerage Account through the brokerage's API to the extent of the permissions you grant. Quawd does not custody, hold, or take possession of your funds or securities at any time. All funds and securities remain at your brokerage at all times.

You are responsible for:

the choice of brokerage and the suitability of that brokerage for your needs;
the accuracy of the API credentials you provide;
selecting and limiting the brokerage API permissions granted to the Service (for example, restricting to read-only or to specific account scopes where the brokerage supports it);
the fees, commissions, and any other charges imposed by your brokerage;
compliance with the brokerage's own terms of service, customer agreements, and disclosures, which apply to your activity in the Brokerage Account regardless of these Terms; and
monitoring your Brokerage Account, including pending and filled orders and any positions opened by Strategies running through the Service.

You may revoke the Service's access to a Brokerage Account at any time from your Account settings or directly through your brokerage. Quawd is not liable for any losses or other damages arising from your brokerage, the actions of your brokerage, or any failure or interruption of the brokerage's systems or APIs.

9. No Investment Advice; Tool, Not Adviser

The Service is a software tool. Quawd is not a registered investment adviser, broker-dealer, futures commission merchant, commodity pool operator, or any other regulated financial services provider, and nothing on or about the Service should be construed as investment, legal, tax, or accounting advice.

The Service does not:

recommend any particular Strategy, asset, or trade for you;
evaluate the suitability of any Strategy for your financial situation, goals, or risk tolerance;
guarantee any result, return, or absence of loss; or
monitor or supervise your trading.

Quawd Bot, the in-product configuration assistant, is limited in scope: it helps you configure and compose user-specified technical rules in Strategies you build. Quawd Bot does not have access to your account holdings, financial situation, goals, age, income, or risk tolerance. It is prompted to refuse questions about asset allocation, position sizing relative to your net worth, suitability, or whether any Strategy is appropriate for you. Nothing produced by Quawd Bot or the Service is personalized investment advice.

Comparative metrics, rankings, and backtest analytics surfaced by the Service are descriptive outputs only and do not constitute recommendations or suitability determinations.

Quawd is not responsible for strategies, prompts, or instructions generated by third-party agents, APIs, or models that you connect to or use with the Service (including via the Quawd MCP server). You are responsible for reviewing any output produced by such third parties before authorizing it on the Service or transmitting it to a brokerage.

You are solely responsible for the Strategies you build and the trades they execute on your behalf. You should consult your own qualified financial, legal, and tax advisers before trading.

10. Hypothetical Performance Disclaimer

Backtests and paper-trading sessions produce Hypothetical Results. Hypothetical Results are generated by simulating a Strategy against historical or simulated market data and do not represent actual trading. Hypothetical Results have inherent limitations, among them:

they are designed with the benefit of hindsight;
they do not bear the impact of real market liquidity, slippage, partial fills, queue position, or order-routing latency in the way live trading would;
they may not reflect changes in market structure, fees, or regulations during the simulated period; and
the act of selecting a Strategy after observing its Hypothetical Results is itself a form of overfitting that biases expected live performance downward.

No representation is being made that any account will or is likely to achieve profits or losses similar to those shown in Hypothetical Results. Past performance, including hypothetical performance, does not guarantee future results.

11. Subscriptions; Fees; Refunds

Some features of the Service require a paid subscription. By choosing a paid plan you authorize Quawd (and our payment processor) to charge the applicable fees to your designated payment method on the billing schedule disclosed at purchase. Subscriptions auto-renew until cancelled. You may cancel at any time from your Account settings; cancellation takes effect at the end of the current billing period. Except where required by law, fees are non-refundable.

Fees are subject to change with reasonable notice. Continued use of the Service after a fee change constitutes acceptance of the new fees.

12. Service Changes; Availability

Quawd may modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will use commercially reasonable efforts to notify users of material changes that affect their use of the Service. Quawd is not liable for any modification, suspension, or discontinuation of the Service.

The Service is provided on an "as available" basis. Outages, latency, data delays, and other interruptions occur. Quawd does not guarantee that the Service will be uninterrupted, error-free, or available at any particular time. Strategies running on the Service may fail to execute, may execute incorrectly, or may execute unintended trades as a result of any such interruption. You are responsible for monitoring your Brokerage Account and taking corrective action if needed.

13. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QUAWD SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. QUAWD DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL BE SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, QUAWD MAKES NO WARRANTY OR REPRESENTATION REGARDING THE PROFITABILITY, ACCURACY, OR APPROPRIATENESS OF ANY STRATEGY, BACKTEST RESULT, PAPER-TRADING RESULT, OR ANY OTHER OUTPUT OF THE SERVICE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUAWD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, TRADING LOSSES, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF QUAWD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

QUAWD'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO QUAWD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY WHETHER A CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; TO THE EXTENT THEY APPLY, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Indemnification

You agree to defend, indemnify, and hold harmless Quawd and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of, or inability to use, the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property right or privacy right; (d) any trade placed on a Brokerage Account through the Service, including trades placed by Strategies you authorized; or (e) any User Content you submit, including any Strategy.

16. Termination

You may close your Account at any time by following the instructions in the Service. Quawd may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including without limitation if Quawd believes (in its sole discretion) that you have violated these Terms or that your continued use of the Service poses a risk to Quawd, other users, or any third party.

On termination: (i) your right to use the Service ceases immediately; (ii) Quawd may delete your User Content, subject to retention required by law or as described in Section 17; (iii) any active Strategies will be stopped; and (iv) Sections 6.3, 6.4, 8 (last paragraph), 9 through 15, 17, 18, 19, and 20 survive termination.

17. Audit and Consent Records

To document your use of the Service and to satisfy applicable record- keeping obligations, Quawd retains immutable records of disclaimer acknowledgments you submit (including timestamp, version, and the surface that produced the acknowledgment). Quawd may retain these records after Account deletion, with personally identifying information reduced as described in our Privacy Policy.

18. Changes to These Terms

Quawd may update these Terms from time to time. The "Last updated" date above will reflect the most recent revision. For material changes, Quawd will provide reasonable notice (for example, by in-product banner, email, or by re-prompting you for acknowledgment on next sign-in). Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

19. Governing Law; Dispute Resolution; Class Action Waiver

19.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

19.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration will be conducted in English in Wilmington, Delaware (or remotely at the arbitrator's discretion). Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class Action Waiver

You and Quawd each agree that any Dispute will be brought in your or Quawd's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding.

19.4 Exceptions

Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

19.5 Opt-Out

You may opt out of Sections 19.2 and 19.3 within thirty (30) days of first accepting these Terms by emailing Quawd at the address in Section 21 with the subject line "Arbitration Opt-Out."

20. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and Trading Risk Disclosure, constitute the entire agreement between you and Quawd regarding the Service and supersede any prior agreements.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force.
No Waiver. Quawd's failure to enforce any provision is not a waiver of its right to do so later.
Assignment. You may not assign these Terms without Quawd's prior written consent. Quawd may assign these Terms in connection with a merger, acquisition, or sale of assets.
Force Majeure. Quawd is not liable for delays or failures resulting from events beyond its reasonable control, including third-party service or brokerage outages, network or hardware failures, or acts of government.
Notices. Notices to you may be provided by email, by in-product notice, or by posting to the Service. Notices to Quawd must be sent by email to the address in Section 21.

21. Contact

Quawd, Inc. Email: david@quawd.bot

End of Terms of Service.