Terms of Service

These Terms of Service ("Terms") constitute a binding legal agreement between you ("you," "User," or "Subscriber") and Black Pearls Operator ("Operator," "we," "us," or "our"), governing your access to and use of the Black Pearls software, websites, application programming interfaces, documentation, and related services (collectively, the "Service"). Throughout these Terms, "Operator" means Black Pearls Operator only—not you.

BY ACCESSING, REGISTERING FOR, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICE.

These Terms supersede any prior oral or written understandings regarding the Service, except where a separate written agreement signed by the Operator expressly states otherwise—and even then, only to the extent of the conflict explicitly resolved in that instrument.

Headings are for convenience only and shall not limit or interpret any provision. The word "including" means "including without limitation."

You represent and warrant that you are at least the age of majority in your jurisdiction and possess the legal capacity to enter into these Terms. If you access the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

The Service is offered for use worldwide except where prohibited by applicable law. You may not access or use the Service if you are located in, ordinarily resident in, a national of, or organized under the laws of any jurisdiction listed in Schedule A (Prohibited Jurisdictions), or if you are a person or entity identified on any applicable sanctions, denied-party, or restricted-party list.

You shall not circumvent geographic or eligibility restrictions by any means, including virtual private networks, proxy services, misrepresentation of location, or use of third-party credentials. Any such attempt constitutes a material breach and may be reported to authorities where required.

The Operator reserves the right to block, suspend, or terminate access based on geolocation signals, payment instrument origin, identity-provider attestations, or any other evidence reasonably indicating prohibited use—without obligation to disclose detection methods.

Black Pearls is an analysis-only discipline tool. In plain terms, it helps you record trading decisions you chose not to take, maintain watchlists and hypothetical positions, review periodically refreshed risk and discipline analytics, and optionally receive narrative summaries grounded in data already in your workspace. It is designed to support your judgment, not to replace it.

NOTHING IN THE SERVICE CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, TAX ADVICE, LEGAL ADVICE, ACCOUNTING ADVICE, OR ANY OTHER PROFESSIONAL ADVICE. NO FIDUCIARY, ADVISORY, BROKER-DEALER, INVESTMENT ADVISER, CUSTODIAN, MONEY-SERVICES, OR SIMILAR RELATIONSHIP IS CREATED BETWEEN YOU AND THE OPERATOR.

The Service does not custody assets, hold wallets, take possession of capital, execute trades, route orders to brokers, or guarantee outcomes. Labels such as checklists, briefings, scores, or thresholds describe organized information and reminders to support your own process—they are not instructions to buy, sell, or hold any security.

You remain solely responsible for all decisions taken outside the Service, including decisions made with reference to exports, notifications, digests, or model-generated text.

Access may require authentication through a third-party identity provider (e.g., Clerk) or, in limited evaluation setups, a local sign-in session. You are responsible for safeguarding credentials and for all activity occurring under your account or workspace.

Workspace-scoped data is isolated to your account. You shall not attempt to access another Subscriber's workspace, forge identifiers, or probe unauthorized interfaces.

The Operator may suspend or terminate accounts for breach, suspected abuse, non-payment, legal compulsion, or operational necessity, with or without prior notice where permitted by law.

Paid tiers, where offered, are processed through Stripe or successor payment processors. Pricing displayed in the Service is indicative unless expressly confirmed at checkout. Taxes, currency conversion, chargebacks, and processor fees are your responsibility unless otherwise stated in writing.

Subscriptions renew according to the plan selected until canceled through the customer portal or as otherwise described at purchase. Failure to pay may result in downgrade, suspension, or loss of entitlements without liability to you.

You acknowledge that payment processors maintain separate terms and privacy practices. The Operator is not responsible for processor outages, declines, or security incidents attributable to processors, except to the extent directly caused by the Operator's gross negligence (and subject to Section 12).

You shall use the Service only for lawful purposes consistent with these Terms and applicable regulations governing market conduct, data protection, export control, and intellectual property.

Without limitation, you shall not: (a) present Service outputs as personalized investment, trading, or portfolio recommendations to any third party, whether for compensation or not; (b) operate the Service as a signal service, copy-trading platform, or regulated advisory business without obtaining all licenses required in each jurisdiction where you solicit users; (c) redistribute exports, digests, or model text as authoritative research without independent compliance review; (d) scrape, mine, reverse engineer, or circumvent technical access controls except as mandatory law permits; (e) introduce malware, probe security without written consent, or impose unreasonable load; (f) upload unlawful, defamatory, infringing, or sanctions-violating content; (g) train competing models on Service outputs without written authorization; (h) misrepresent affiliation, endorsement, or regulatory status of the Operator; (i) configure webhooks or integrations to transmit data to jurisdictions or parties subject to sanctions; or (j) use the Service in any manner that would cause the Operator to be deemed a broker-dealer, investment adviser, custodian, or money transmitter without its informed prior written consent.

Violation may result in immediate termination, forfeiture of fees to the extent permitted by law, and cooperation with law enforcement or regulators.

You may submit or generate content within the Service, including declined-trade records, journal entries, watchlists, hypothetical position lists, configuration, and exports ("User Content"). You retain ownership of User Content as between you and the Operator, subject to the license below.

You grant the Operator a worldwide, non-exclusive, royalty-free license to host, process, display, backup, and transmit User Content solely to operate, secure, and improve the Service. This license survives termination only as long as necessary for backup retention, legal compliance, or dispute resolution, after which User Content shall be deleted or anonymized per the Privacy Policy.

You represent that User Content does not violate third-party rights or applicable law. The Operator does not routinely monitor User Content but may remove or restrict it without notice.

Certain features may invoke large language or vision models via third-party providers when the Operator enables AI-assisted persona or chat capabilities for your workspace. Such outputs are probabilistic, may be incomplete, outdated, or erroneous, and are provided for narrative and organizational assistance only.

Optional AI chat (where your plan includes it) answers using structured information already in your workspace. It is not a general-purpose financial assistant; it does not place orders, size positions, or certify suitability.

Screenshot position-list import (beta) uses vision models to propose ticker rows from images you upload. Uploaded images are processed transiently and are not retained after extraction; extracted rows require your verification before persistence. Beta use requires separate acknowledgment per the Beta Feature Addendum.

You shall not treat model output as fact, forecast, recommendation, or substitute for professional judgment. You are responsible for verifying material information before acting.

The Operator disclaims liability for hallucinations, omissions, biased training data, provider outages, and your reliance on automated text. Usage may be subject to quotas, logging, and content policies described in product documentation.

Some analytics are refreshed on a schedule rather than in real time. Timestamps and freshness indicators are provided in good faith but do not constitute warranties of accuracy, completeness, or timeliness.

You acknowledge that markets change continuously and that scheduled analytics may lag real-world conditions. The Service may display demonstration data where your plan or configuration requires it.

You may configure integrations at your election, including outbound webhooks (e.g., Slack or Discord allowlisted hosts), Notion template sync (workspace-supplied tokens), and notification endpoints where entitled.

Webhook payloads may include analytical event summaries. You are solely responsible for URL confidentiality, TLS configuration, recipient lawfulness, and any re-transmission that could constitute advice to third parties.

The Operator transmits payloads in good faith but does not guarantee delivery, ordering, or compatibility with third-party services. You indemnify the Operator against claims arising from your integration configuration (Section 14).

The Service, including software, schemas, visual design, documentation, and trademarks, is owned by the Operator or licensors and protected by intellectual property laws. No rights are granted except the limited license to use the Service in accordance with these Terms.

Feedback you provide may be used without restriction or compensation. Do not use Operator marks without prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT.

THE OPERATOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION FROM THE OPERATOR SHALL CREATE ANY WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OPERATOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE OPERATOR FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the fullest extent permitted by law.

You shall defend, indemnify, and hold harmless the Operator and its affiliates, directors, officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms or applicable law; (d) your trading, investment, or business decisions; (e) your integrations or exports; or (f) any dispute between you and a third party in connection with the Service.

The Operator may assume exclusive defense of any matter subject to indemnification; you shall cooperate reasonably. Settlement requires Operator consent where admission of fault or non-monetary obligations bind the Operator.

You may stop using the Service at any time. The Operator may suspend or terminate access immediately for breach, risk, non-payment, or discontinuation of the Service.

Upon termination, your right to access ceases. Sections that by nature should survive (including Sections 3, 7–8, 11–15, 17–20) survive termination.

Self-serve account deletion and data export may be offered via Settings (see Privacy Policy). Deletion workflows cancel Stripe subscriptions where configured and erase workspace-scoped data subject to legal retention, backup latency, and fraud-prevention holds. Deletion is irreversible for cloud workspaces once confirmed.

The Operator may modify the Service or these Terms at any time. Material changes will be indicated by updating the effective date and, where practicable, notice within the Service or via email associated with your account.

Continued use after the effective date of revised Terms constitutes acceptance. If you disagree, you must cease use and may request account deletion where available.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada, without regard to conflict-of-law principles that would apply another jurisdiction's laws.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where prohibited by mandatory law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally within thirty (30) days of written notice shall be resolved by binding individual arbitration, not in court, before a single arbitrator appointed under the rules of a recognized arbitration provider mutually acceptable to the parties, or failing agreement, appointed by a court of competent jurisdiction.

The arbitrator may award the same damages and relief that a court could award to an individual claimant. Judgment on the award may be entered in any court having jurisdiction.

YOU AND THE OPERATOR WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in court to protect intellectual property, confidentiality, or unauthorized access.

Nothing in this Section limits your right to lodge a complaint with a data protection supervisory authority, or to seek remedies before a court or administrative body where mandatory data protection or consumer law in your jurisdiction requires that forum and cannot be validly waived by contract.

The following documents are incorporated by reference and form part of your agreement: Privacy Policy; Cookie Policy; Beta Feature Addendum (for beta features); EU/UK Data Protection Supplement (where applicable); California Privacy Notice (where applicable); and Data Processing Outline (for enterprise customers who execute a written order).

In the event of conflict, these Terms prevail over supplemental documents unless the supplemental document expressly states otherwise for a narrowly defined topic.

These Terms constitute the entire agreement regarding the Service. If any provision is held invalid, the remainder remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without consent; the Operator may assign freely.

Notices to the Operator must be sent to the legal contact email configured for the Service. Notices to you may be sent to the email associated with your account or displayed in the Service.

No third party is an intended beneficiary of these Terms except the Operator's affiliates and indemnitees.

You must not access or use the Service if Section 2 or this Schedule prohibits you. This Schedule is definitive as of the effective date of these Terms. The Operator maintains the current list at the legal hub (/legal) and updates it when sanctions or export-control rules change; the published list replaces prior versions when posted.

• any country, territory, or region subject to comprehensive sanctions or trade embargoes administered by Canada, the United States, the United Kingdom, the European Union, or the United Nations

• Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine

• any other jurisdiction where offering or using the Service would violate applicable export-control, sanctions, or anti-boycott laws

Use in any other jurisdiction is prohibited where it would violate applicable export-control, sanctions, or anti-boycott laws.