Terms of Service

1. Definitions

The following definitions apply throughout these Terms. They are intended to reduce ambiguity and do not limit any additional definitions used elsewhere in these Terms.

Service

the Charton software platform, website, application, research tools, backtesting tools, strategy-building tools, automation controls, broker connection features, documentation, and related services made available by Charton LLC.

Broker Account Connection

a user-authorized technical connection between the Service and a third-party broker, exchange, prop firm platform, custodian, or related account service through APIs, OAuth, credentials, keys, tokens, webhooks, or other integration methods.

Trade Execution

the transmission of user-defined order instructions, signals, cancellations, or related messages from the Service to a connected third-party broker or exchange. Trade Execution does not mean that Charton is a broker, dealer, exchange, execution venue, adviser, custodian, or fiduciary.

Automated Agent

a user-configured automation that may monitor market data, evaluate user-defined strategy parameters, and transmit instructions according to the settings, limits, permissions, and execution mode approved by the user.

Market Data

prices, candles, quotes, volumes, order-book information, historical data, calculated indicators, derived analytics, and other market or account information supplied by Charton or third-party providers.

Strategy Variations

alternative parameter sets, configuration changes, or technical variants generated or displayed for historical research and comparison. Strategy Variations are not recommendations, suitability determinations, or predictions.

Turbo Scan

a historical search or scan workflow that evaluates candidate strategy configurations against user-defined criteria. Turbo Scan is a research tool only and does not provide investment advice.

Marketplace

any current or future area of the Service where strategy templates, research examples, configurations, educational materials, or user-submitted strategy content may be displayed, shared, licensed, purchased, or accessed.

Subscription Fees

fees, usage charges, credits, subscription amounts, add-on charges, taxes, and other amounts payable for access to paid portions of the Service.

Subscription Scope

the plan, features, limits, seats, data access, usage levels, broker connections, automation permissions, and other entitlements associated with your account or subscription.

User Content

strategies, prompts, configurations, notes, scripts, uploads, templates, settings, broker permissions, and other content or instructions that a user submits, creates, imports, or configures in the Service.

Customer Data

non-public data submitted to or generated through the Service in connection with your account, including account settings, strategy configurations, broker connection metadata, and usage data, subject to the Privacy Policy and Data Policy.

2. Acceptance of These Terms

These Terms govern your access to and use of the Service. By accessing, registering for, or using the Service, you agree to be bound by these Terms. You represent that you have the legal capacity to enter into a binding agreement and that you are at least 18 years old.

3. Description of the Service

Charton LLC is a technology provider that helps users research, create, test, monitor, and manage trading strategies. The Service may include AI-assisted research, backtesting, market analysis, Strategy Variations, Turbo Scan, Broker Account Connections, Automated Agents, and related monitoring tools. Charton is not a broker, dealer, investment adviser, commodity trading advisor, financial institution, custodian, exchange, or execution venue.

4. Eligibility, Sanctions, and Legal Compliance

You may use the Service only if doing so is lawful in your jurisdiction. You may not use the Service if you are located in, organized under the laws of, ordinarily resident in, or acting on behalf of any person or territory subject to applicable sanctions, embargoes, restricted-party rules, or legal restrictions.

You are solely responsible for determining whether your use of the Service, connected brokers, market data, automation, and trading activity complies with applicable laws, broker rules, exchange rules, tax rules, sanctions programs, and financial-services regulations. Charton may restrict, suspend, or terminate access where required by law or internal risk controls.

5. Account Registration and Security

You must provide accurate and complete information when registering and keep your account information current. You are responsible for maintaining the confidentiality of your credentials, devices, API keys, broker credentials, and authentication methods, and for all activity that occurs under your account.

6. Subscription Scope and Restrictions

Your access to paid features is limited to the Subscription Scope associated with your account. Unless Charton gives you express written permission, you may not:

• Use the Service to manage money, advise, trade, or make decisions for any third party as an asset manager, investment adviser, broker, dealer, fiduciary, agent, commodity trading advisor, or similar regulated role.
• Use the Service in a way that violates securities, commodities, derivatives, banking, anti-money-laundering, sanctions, consumer-protection, or other financial-services laws.
• Resell, sublicense, provide bureau-service access to, or commercially exploit the Service for third parties.
• Share account credentials or use one subscription for unauthorized users, organizations, accounts, or customers.
• Use the Service to manipulate markets, execute wash trades, spoofing, layering, abusive order activity, or any unlawful trading scheme.
• Reverse engineer, decompile, scrape, or extract source code, models, prompts, datasets, or proprietary workflows from the Service.
• Bypass security, rate limits, plan limits, compliance controls, or access restrictions.
• Introduce malware, harmful code, automated abuse, or excessive load into the Service.

7. Connected Accounts and Third-Party Services

The Service may interoperate with third-party brokers, exchanges, prop firm platforms, data providers, AI providers, infrastructure providers, and other third-party services. Your use of those services is governed by their own terms, fees, disclosures, and policies. Charton does not control third-party services and is not responsible for their accuracy, availability, security, solvency, decisions, or conduct.

8. Trade Execution Authorization

If you enable Trade Execution, a Broker Account Connection, or an Automated Agent, you authorize Charton to act solely as a technical order-transmission tool according to the strategy parameters, broker permissions, account settings, risk limits, and execution mode that you define and approve.

• Charton is not a broker-dealer, investment adviser, commodity trading advisor, portfolio manager, fiduciary, exchange, clearing firm, custodian, or execution venue.
• All orders are executed, rejected, cancelled, filled, partially filled, or otherwise handled by your connected broker, exchange, or account provider.
• Charton does not guarantee that any order, cancellation, modification, signal, alert, or automation will be transmitted, received, accepted, executed, or executed at any specific price or time.
• Charton does not decide whether any trade is suitable for you, does not monitor your account for suitability, and does not provide discretionary account management.
• You remain solely responsible for reviewing, approving, monitoring, pausing, disabling, and supervising all trading activity and automation.
• You understand that software errors, configuration errors, broker failures, market conditions, latency, outages, and data issues may cause unexpected trades, missed trades, or financial loss.

9. No Responsibility for Brokers and Third Parties

Charton is not responsible or liable for any act, omission, decision, delay, failure, policy, fee, restriction, outage, insolvency, or error of any broker, exchange, data provider, prop firm platform, custodian, payment processor, AI provider, infrastructure provider, or other third party.

Without limiting the foregoing, Charton is not responsible for order handling, failed orders, partial executions, rejected orders, cancelled orders, duplicate orders, margin calls, liquidations, position restrictions, account restrictions, account suspension or closure, inaccurate or delayed quotes, unavailable account data, market-data delays, API failures, authentication failures, rate limits, connectivity issues, latency, downtime, or broker-side risk controls.

10. No Investment Advice

The Service is provided for informational, research, and technological purposes only. Nothing on the platform constitutes investment, financial, trading, legal, tax, commodity trading, or securities advice. Charton does not assess your personal financial situation, objectives, account size, risk tolerance, tax position, or suitability, and owes no fiduciary duty to any user.

11. Trading Risk Disclosure

Trading financial instruments involves substantial risk of loss and is not appropriate for all users. Prices can be volatile, liquidity may disappear, leverage can magnify losses, and losses may exceed your initial investment. Past performance is not indicative of future results. You should only trade with capital you can afford to lose entirely. The Risk Disclosure is incorporated into these Terms by reference.

12. AI and Model Output Disclaimer

Output generated by AI features, strategy discovery, Turbo Scan, Strategy Variations, chart analysis, explanations, or other automated tools may be incomplete, inaccurate, biased, overfit to historical data, or misleading if used without independent verification. These outputs are not recommendations. You are solely responsible for reviewing, testing, validating, and approving any output before relying on it.

13. Backtesting and Hypothetical Results

Hypothetical, simulated, or backtested results do not reflect actual trading results. They may benefit from hindsight, curve fitting, survivorship bias, look-ahead bias, data errors, and assumptions about fees, slippage, liquidity, latency, and execution. No representation is made that any account will or is likely to achieve profits or losses similar to those shown.

14. Market Data

Market Data may be delayed, incomplete, inaccurate, unavailable, stale, or subject to third-party restrictions. Charton does not guarantee the accuracy, timeliness, completeness, availability, or suitability of Market Data and is not liable for losses arising from reliance on it. You should independently verify data before making any trading decision.

15. Automated Agents

Automated Agents may operate without real-time human intervention after you enable them. Misconfiguration, software bugs, stale data, broker limitations, account restrictions, or market conditions may produce unintended trading activity. You are responsible for setting risk controls, supervising activity, and disabling automation when appropriate. Charton may provide controls to pause or stop automation, but those controls are not a guarantee that losses or rule breaches will be prevented.

16. Marketplace, Strategy Templates, and Research Library

Any Marketplace, strategy template, research library, shared configuration, educational example, or user-submitted strategy content is provided for research and informational use only. It is not investment advice, not a recommendation, not a suitability determination, and not a promise of performance. Additional terms for Marketplace and strategy-template features are set out in Exhibit A below.

17. Your Responsibilities

You are responsible for all trading decisions made using the Service, all account permissions you grant, all strategy configurations you create or approve, all broker and exchange requirements, all taxes, all compliance obligations, and all supervision of automated activity. You are also responsible for maintaining backups of important information and for using appropriate independent risk management.

18. Fees, Billing, and Auto-Renewal Authorization

Certain features require Subscription Fees or other paid charges. By purchasing a subscription or paid feature, you authorize Charton and its payment processors to charge your payment method for the applicable fees, recurring subscription amounts, usage charges, taxes, and other amounts associated with your Subscription Scope.

• Subscriptions renew automatically unless cancelled before the renewal date through the available cancellation process.
• Fees are generally non-refundable except where required by law or expressly stated in the Billing Policy.
• You are responsible for all applicable taxes, duties, and governmental charges, excluding taxes based on Charton’s income.
• If payment fails, Charton may retry the charge, suspend access, limit features, or terminate the subscription.
• Plan changes, credits, trials, refunds, cancellations, failed payments, and renewal rules are further described in the Billing Policy, which is incorporated by reference.
• Charton does not charge performance-based compensation, success fees, or profit-sharing fees for user trading performance.

19. Intellectual Property

The Service, including software, designs, interfaces, workflows, documentation, trademarks, content, and related intellectual property, is owned by Charton or its licensors. Subject to these Terms, Charton grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service within your Subscription Scope.

20. Limited IP Indemnification by Charton

Charton will defend you against a third-party claim alleging that your permitted use of the Service directly infringes that third party’s intellectual property rights, and will pay damages finally awarded or settlement amounts approved by Charton, provided that you promptly notify Charton, allow Charton to control the defense and settlement, and reasonably cooperate. This obligation does not apply to claims arising from User Content, Customer Data, broker or data-provider content, third-party integrations, open-source components, modifications not made by Charton, use outside your Subscription Scope, misuse, combination with non-Charton products, or continued use after Charton provides a non-infringing alternative or termination right.

21. User Content

You retain ownership of User Content. By submitting User Content, you grant Charton a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, reproduce, and use User Content as necessary to operate, secure, support, and improve the Service and to provide features you request. You represent that you have all rights necessary to submit User Content and that it does not violate law or third-party rights.

22. Data Use

Charton may collect usage data, telemetry, interaction logs, error logs, and platform analytics for security, support, product improvement, abuse prevention, and operational purposes. Charton may use aggregated or de-identified data for analytics, research, benchmarking, and product improvement, subject to the Privacy Policy and Data Policy.

23. Privacy and Cookies

Your use of the Service is governed by the Privacy Policy, Data Policy, and Cookie Policy, which are incorporated by reference.

24. Confidentiality and Security

No internet-based service can be guaranteed to be completely secure. Charton implements reasonable technical and organizational safeguards, but you are responsible for securing your devices, credentials, API keys, broker accounts, and network environment. Additional information is available in the Security statement.

25. Availability, System Failures, and Beta Features

The Service may experience outages, latency, bugs, degraded performance, data interruptions, or infrastructure events. Certain features may be beta, experimental, or early access and may be incomplete, unstable, or changed without notice. Charton does not guarantee uninterrupted or error-free availability and is not liable for losses caused by unavailability, delay, or system failure.

26. Termination

You may stop using the Service at any time. Charton may suspend or terminate access if you violate these Terms, fail to pay fees, create legal or security risk, misuse the Service, or if continued access could harm Charton, users, third parties, or compliance obligations. Upon termination, your right to use the Service ceases immediately.

27. Disclaimers of Warranties

The Service is provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, or uninterrupted operation. Charton does not warrant that the Service will meet your requirements or produce any trading result.

28. Limitation of Liability

To the maximum extent permitted by law, Charton will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or trading-related damages, including loss of profits, loss of capital, loss of revenue, loss of data, missed trades, failed trades, liquidation, account loss, or opportunity cost. Charton’s aggregate liability for any claim arising out of these Terms is capped at the greater of $100 USD or the fees you paid to Charton in the three months preceding the claim.

29. User Indemnification

You agree to defend, indemnify, and hold harmless Charton and its officers, directors, employees, contractors, affiliates, and licensors from any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from your use of the Service, User Content, trading activity, broker connections, violation of these Terms, violation of law, or infringement of third-party rights.

30. Force Majeure

Charton is not liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, cyberattacks, infrastructure outages, government actions, exchange halts, broker outages, data-provider failures, internet failures, or market-wide disruptions.

31. Changes to Terms

Charton may revise these Terms by posting an updated version. We will endeavor to notify users of material changes. Your continued use of the Service after an update becomes effective constitutes acceptance of the revised Terms.

32. Governing Law and Dispute Resolution

Unless a separate written agreement states otherwise, disputes relating to these Terms or the Service will be handled under applicable law in a competent forum permitted by law. Any mandatory consumer, statutory, or jurisdictional protections that cannot be waived will continue to apply. Charton may update this section for future users if it adopts a specific governing law, venue, arbitration process, or class-action waiver.

33. Miscellaneous

These Terms, together with incorporated policies, constitute the entire agreement between you and Charton regarding the Service. If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. You may not assign these Terms without Charton’s prior written consent. Charton may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

34. Contact

Charton LLC
Email: support@charton.ai
Website: charton.ai

35. Exhibit A - Marketplace, Strategy Templates, and Research Library Terms

This Exhibit applies to any Marketplace, strategy template, shared strategy, research library, educational strategy example, or user-submitted configuration made available through the Service. In this version, such features are research and template features only unless Charton separately releases legally reviewed marketplace automation terms.

• Templates and shared strategies are general, impersonal research materials and are not investment advice or recommendations.
• Charton does not review any template for suitability, profitability, legality, tax treatment, account fit, or regulatory compliance.
• No seller, publisher, user, or contributor may represent that a strategy is guaranteed, suitable, approved, endorsed, or likely to produce any result.
• Users are solely responsible for reviewing, testing, modifying, approving, and supervising any template before use.
• Contributors retain ownership of their User Content but grant Charton and users the licenses necessary to display, evaluate, copy, adapt, and use templates within the Service according to applicable Marketplace settings.
• Charton may remove, restrict, reclassify, or disable any Marketplace content at any time for legal, compliance, safety, quality, or product reasons.
• Users may not use Marketplace content to provide third-party asset management, advisory, brokerage, signal-selling, or regulated financial services without appropriate authorization and Charton’s written consent.
• Contributors and users are responsible for ensuring their content does not infringe third-party rights, violate law, include misleading claims, or contain harmful code.
• Any future feature that allows users to sell, subscribe to, copy-trade, or automatically run another person’s strategy may require separate legal terms, additional disclosures, eligibility checks, and counsel approval before launch.