User Agreement

Version 2026-08-11 · Effective 2026-08-11

ScaleDCA User Agreement

Effective date: 2026-08-11 · Version 2026-08-11

This User Agreement (this "Agreement") is a binding contract between you ("you", "your", or "User") and [PROVIDER ENTITY] ("Provider", "we", "us", or "our") governing your access to and use of the ScaleDCA software service, including its web application, application programming interfaces, strategy execution engine, backtesting tools, notifications and documentation (collectively, the "Service").

1. Acceptance of this Agreement

1.1 Assent. By checking the acceptance box, clicking a button indicating agreement, creating an account, or accessing or using any part of the Service, you agree to be bound by this Agreement, by the Risk Disclosure Statement ("Schedule A"), and by the Privacy Policy. Schedule A and the Privacy Policy are incorporated into this Agreement by reference and form part of it.

1.2 If you do not agree. If you do not agree to every part of this Agreement, you must not access or use the Service. Your only remedy for disagreeing with this Agreement is to stop using the Service.

1.3 Capacity and authority. You represent that you are at least 18 years old, that you have the legal capacity to enter into this Agreement, and that if you are accepting on behalf of an entity you have authority to bind that entity, in which case "you" means that entity.

1.4 Read Schedule A. Schedule A describes, strategy by strategy, exactly how the Service will behave with your money, including behaviors that are unusual and that will surprise you if you have not read them. You acknowledge that you have read Schedule A in full before accepting this Agreement. Section 7 sets out the specific acknowledgements you are making.

1.5 Consent to electronic records (E-SIGN). You consent to receive this Agreement, all amendments, all disclosures, all notices and all other communications relating to the Service in electronic form, by display in the Service or by email to the address on your account. You may withdraw this consent only by closing your account, because the Service cannot be provided without it. You represent that you can access and retain electronic records in HTML and PDF form.

2. Definitions

The following terms have the meanings given below. Terms describing strategy mechanics carry the meanings assigned in the Service's published glossary and in Schedule A.

  • "Brokerage Account" — a securities account you hold with a Broker, which you link to the Service.
  • "Broker" — the third-party broker-dealer at which you hold your Brokerage Account and through which all Orders are routed and executed. The Service currently supports Alpaca Securities LLC and its paper-trading environment.
  • "Credentials" — the application programming interface key, secret, token or other authentication material that authorizes the Service to act on your Brokerage Account.
  • "Engine" — the automated component of the Service that evaluates your Strategies on a recurring schedule and submits Orders.
  • "Order" — an instruction to buy or sell a security submitted by the Service to your Broker on your behalf.
  • "Strategy" — a configuration you create in the Service consisting of a security symbol, a strategy type, and a set of parameters, which the Engine evaluates and acts upon while the Strategy is active.
  • "Strategy Type" — one of the algorithmic behaviors offered by the Service, being Value Averaging, VA+, Orbit, Orbit+, Long Pole and Mean Reversion Pair, each described in Schedule A.
  • "Tick" — a single scheduled evaluation of your Strategies by the Engine.
  • "Market Data" — pricing, quote, bar and other market information made available through the Service.

3. What the Service is, and what it is not

3.1 The Service is software. The Service is a self-directed software tool that executes instructions you configure. You choose every security, every Strategy Type, every parameter value, and whether and when a Strategy is active. The Service applies your configuration mechanically. It does not exercise judgment about whether your configuration is wise, suitable, or appropriate for you.

3.2 Provider is not a broker-dealer. Provider is not a registered broker-dealer, is not a member of FINRA or SIPC, and does not execute, clear, settle or custody transactions. All execution, clearing, settlement and custody are performed by your Broker under your separate agreement with that Broker.

3.3 Provider is not an investment adviser. Provider is not a registered investment adviser, is not registered with the U.S. Securities and Exchange Commission or with any state securities regulator, and does not provide investment advice.

3.4 No advice, no recommendation, no solicitation. Nothing made available through the Service — including Strategy Types, default parameter values, parameter help text, example configurations, backtest results, dashboards, charts, notifications, symbol classifications and documentation — is investment, financial, legal, accounting or tax advice, a recommendation to buy, sell or hold any security, an offer or solicitation, or an endorsement of any security or strategy. Default values exist to make the software usable, not because they are suitable for you.

3.5 No fiduciary or advisory relationship. No fiduciary, advisory, agency, trustee, partnership, joint venture or similar relationship is created by this Agreement or by your use of the Service. Provider owes you only the duties expressly stated in this Agreement.

3.6 No custody of assets or funds. Provider never holds, receives, controls or has title to your securities or cash. Your assets remain at your Broker at all times. Provider's access to your Brokerage Account is limited to the programmatic authority conferred by the Credentials you supply.

3.7 No insurance. The Service is not a bank, is not FDIC-insured, and offers no SIPC coverage. Any SIPC or other protection is provided, if at all, by your Broker on the terms of your agreement with that Broker, and never covers market losses.

3.8 No performance promise. Provider does not promise, guarantee, project or represent that the Service, any Strategy Type or any configuration will be profitable, will avoid losses, will outperform any benchmark, will achieve any particular return, or will behave in any particular way in any market condition.

4. Eligibility, account and security

4.1 Access is by invitation. Access to the Service is currently limited to invited users. Provider may grant, refuse, limit, suspend or withdraw access to any person at any time, in its sole discretion, for any reason or no reason.

4.2 Your account. You must provide accurate registration information, keep it current, and verify your email address. Your account is personal to you. You may not share it, transfer it, sell it, or permit any other person to use it.

4.3 Your own account only. You may use the Service only to trade a Brokerage Account that you own and control. You may not use the Service to manage, direct or trade any account belonging to another person or entity, and you may not offer the Service, or any output of it, to third parties as an advisory, management or trading service.

4.4 Credentials and password security. You are responsible for maintaining the confidentiality of your account password and your Credentials, and for all activity occurring under your account, whether or not authorized by you. Notify Provider immediately at [CONTACT EMAIL] if you suspect unauthorized access.

4.5 Compliance. You are solely responsible for complying with all laws, rules and regulations applicable to your trading activity, including securities laws, pattern day-trading rules, margin rules, tax reporting obligations, and any restrictions imposed by your employer, by a regulator, or by your Broker.

4.6 Not for restricted persons. You represent that you are not a person barred from trading securities under applicable law, and that your use of the Service does not violate any policy applicable to you, including insider-trading policies, blackout periods, pre-clearance requirements and restricted-list obligations.

5. Automated trading authorization

5.1 Your authorization. You authorize Provider and the Service to access your Brokerage Account using your Credentials and, for so long as a Strategy is active, to submit, modify and cancel Orders for the security and in the amounts determined by that Strategy's configuration, without seeking or obtaining your approval for any individual Order.

5.2 Unattended and recurring. You understand and agree that:

  1. The Engine evaluates active Strategies approximately every five minutes on scheduled trading days, across a window that spans the pre-market, regular and post-market sessions.
  2. Orders may therefore be placed at any time during that window, including at times when you are asleep, unavailable, unaware of market conditions, or unaware that a Strategy is active.
  3. No human being at Provider reviews any Order before it is placed.
  4. A single Tick may produce an Order substantially larger than a typical Order, because several of a Strategy's sizing thresholds can be crossed by one price move. Schedule A sets out worked examples.

5.3 You are the decision-maker. Every Order originates from parameters you chose. You alone are responsible for selecting each security, each Strategy Type, each parameter value, the amount of capital exposed, and whether a Strategy is active. Provider does not select, review, approve, vet or validate your configuration for suitability.

5.4 Strategies become active immediately. You acknowledge that a newly created Strategy is active by default and may be evaluated — and may place an Order — on the very next Tick, which may occur within minutes of creation and before you have finished reviewing the configuration. If you do not want that, pause the Strategy or set an account-level halt before creating it.

5.5 How to stop it. You may terminate or suspend the Service's trading authority at any time by any of the following, and you are responsible for using them:

  1. pausing an individual Strategy;
  2. marking a Strategy as dumped, which stops further evaluation of it;
  3. engaging a halt (kill switch) at the strategy, account or user level;
  4. revoking, rotating or deleting the Credentials at your Broker; or
  5. closing your account.

5.6 A halt does not close positions. You acknowledge that a halt, a pause, a dump and the deletion of a Strategy each stop new Orders only. None of them sells, closes, hedges or otherwise flattens an existing position. Positions you hold remain yours, at your Broker, exposed to the market, until you close them. If you want a position closed, you must close it, at your Broker or through an available function of the Service.

5.7 Delay in effect. Actions that stop trading take effect at the Service's next evaluation or, in the case of revoking Credentials at your Broker, when your Broker gives effect to the revocation. An Order already submitted to your Broker cannot be recalled by Provider.

5.8 Latent and queued instructions. Certain functions, including a queued manual sell request, are executed by the Engine on a later Tick rather than immediately. Market conditions may change between your instruction and its execution, and the executed price may differ materially from the price displayed when you gave the instruction.

6. Brokerage credentials

6.1 Grant of limited authority. By supplying Credentials, you grant Provider limited authority to use them solely to operate the Service for your benefit: to read your account, positions, orders and market data, and to submit, modify and cancel Orders pursuant to your Strategies.

6.2 Scope them. You are responsible for the scope of the Credentials you supply. You should issue Credentials limited to trading and reading, and you should never supply Credentials that permit funds transfer, withdrawal, banking changes or account administration, if your Broker offers a narrower option.

6.3 How they are held. Provider stores Credentials encrypted, in a managed secrets service, using envelope encryption with keys held in a managed key-management service, bound so that stored material cannot be reused for a different user or account. Provider does not store Credentials in its application database and does not write Credential values to logs. Provider does not warrant that these measures cannot be defeated. See Section 17.

6.4 Revocation is yours to exercise. You may revoke, rotate or delete Credentials at your Broker at any time, without notice to Provider. Doing so terminates the Service's ability to act on your Brokerage Account. You should revoke Credentials whenever you stop using the Service.

6.5 Third-party compromise. Provider is not responsible for, and disclaims all liability arising from, any compromise, outage, failure, error, breach, change in terms, or act or omission of your Broker, of any cloud, infrastructure, messaging or communications provider, or of any other third party.

6.6 Your separate agreement with your Broker. Your relationship with your Broker is governed by your agreement with that Broker, not by this Agreement. Nothing here modifies it. You are responsible for ensuring that automated or programmatic access is permitted under your Broker's terms, and for any consequence if it is not.

7. Your acknowledgements

You represent, warrant and acknowledge each of the following. Each is a separate acknowledgement, and each is a material inducement to Provider to make the Service available to you.

  1. You have read Schedule A in full, including the disclosure for each Strategy Type you intend to use, and you understand the mechanics described in it.
  2. You understand that you can lose money, including all of the money you commit, and that losses may exceed any amount you expected to be at risk.
  3. You understand that no Strategy Type offered by the Service applies a stop-loss to an equity position, other than the Mean Reversion Pair type, and that no Strategy Type sells to limit a loss.
  4. You understand that every equity Strategy Type buys progressively more as the price falls, so that a continuing decline increases both your position and your loss, and that no Strategy Type reduces exposure into a decline.
  5. You understand that a single price move can trigger several purchase thresholds at once, producing one Order far larger than a single step, and that the Service does not currently impose a ceiling on the size of a single such Order.
  6. You understand that the Long Pole Strategy Type never sells on its own, that the Engine is structurally unable to sell it automatically, and that closing a Long Pole position is entirely your responsibility.
  7. You understand that the Mean Reversion Pair Strategy Type trades leveraged and inverse exchange-traded products whose daily-reset compounding makes them unsuitable for holding across long periods, and whose historical drawdowns in the evidence recorded by Provider have exceeded 90 percent at three-times leverage.
  8. You understand that backtest and simulated results are hypothetical, do not represent actual trading, are produced by a model that cannot observe intraday price movement, and will differ from live results.
  9. You understand that the Service may fail — that scheduled evaluations may not run, Orders may be rejected, duplicated, delayed or mispriced, data may be wrong or stale, and software defects exist and will continue to be found — and that you bear the financial consequences of such failures.
  10. You understand that the Service is provided without any service-level commitment, without redundancy guarantees, and without any promise of availability.
  11. You understand that the "real money" and "paper" designation shown in the Service is a label only. It does not gate live trading. Whether an account trades real money is determined solely by the type of Brokerage Account and the Credentials you link.
  12. You understand that certain known limitations and unfixed defects exist, that they are disclosed in Schedule A, Part G, and that you accept them.
  13. You have determined for yourself — or with an adviser of your own choosing — that each Strategy and configuration you create is suitable for your financial circumstances, objectives, time horizon and risk tolerance.
  14. You are financially able to bear a total loss of the capital you expose to the Service.
  15. You will monitor your Brokerage Account independently, at your Broker, and will not rely on the Service as your sole source of information about your positions.

8. Assumption of risk and responsibility for losses

8.1 You assume all trading risk. You knowingly and voluntarily assume all risk of loss arising from or relating to your use of the Service and from any Order placed through it. All trading decisions are your decisions, whether entered by you directly or generated by a Strategy you configured and activated.

8.2 Losses are yours. Provider is not responsible for and will not reimburse, compensate, credit, restore, indemnify or otherwise make good any trading loss, missed gain, opportunity cost, tax consequence, margin call, fee, commission, interest charge, regulatory consequence or other financial detriment arising from or relating to the Service, whatever its cause, including where the cause is a defect, error, outage, miscalculation, incorrect data, missed evaluation, unintended Order, duplicated Order, failure to place an Order, or any other act or omission of the Service.

8.3 Including our own errors. For the avoidance of doubt, and subject only to Section 18.5, the allocation in Section 8.2 applies even where the loss results from Provider's negligence or from a defect in the Service. This allocation is a fundamental basis of the bargain, and the Service would not be made available to you without it.

8.4 Independent verification. Balances, positions, cost basis, profit and loss, booked profit, drawdown, and every other figure displayed by the Service are informational and may be wrong, stale, estimated or computed on a different basis than your Broker uses. Your Broker's records are authoritative for your account. You are responsible for verifying your positions and results at your Broker.

8.5 No reliance. You have not relied on any statement, representation, projection, illustration, backtest, default value or example provided by Provider or appearing in the Service in deciding to trade, and you agree that none of them constitutes a representation about future results.

9. Market Data

9.1 Source and licensing. Market Data is obtained from your Broker or other third-party sources under entitlements associated with brokerage accounts linked to the Service. Market Data is subject to the terms of the originating provider, which may change without notice to you.

9.2 Personal use only. Market Data is licensed to you for your own internal, personal, non-commercial use in connection with the Service only. You may not redistribute, retransmit, republish, resell, sublicense, store for redistribution, or provide Market Data to any third party, and you may not use it to create a derived data product or a competing service.

9.3 Delay and inaccuracy. Market Data may be delayed, incomplete, out of date, adjusted, unadjusted, or simply wrong. Data available under free or basic entitlements is typically delayed by at least fifteen minutes, and the Service caps certain queries short of the present moment for that reason. Corporate actions, splits and dividends may be reflected late or not at all, and unadjusted historical prices can cause a Strategy to behave as though a security has fallen when it has not. Provider makes no warranty as to the accuracy, timeliness, completeness, adjustment, continuity or fitness of any Market Data.

9.4 Shared storage. You acknowledge that historical bar data retrieved for one security is stored once and served to all users of the Service, and that Provider does not guarantee that any particular entitlement, subscription level or data quality applies to the data you see.

10. Backtesting and hypothetical performance

10.1 Inherent limitations. Hypothetical performance results have many inherent limitations. They are prepared with the benefit of hindsight, using a configuration selected after the period being simulated is already known. Frequently there are sharp differences between hypothetical results and the actual results subsequently achieved.

10.2 Model fidelity. The Service's simulation makes one decision per trading day, filled at that day's closing price without commission, spread, slippage or partial fill, while the live Engine evaluates roughly every five minutes with intraday fills, extended-hours limit pricing and whole-share sizing. Intraday price movement between closes is invisible to the simulation. Live results will differ, and may differ materially and adversely.

10.3 Synthesized inputs. Simulations involving leveraged instruments may use synthesized constant-leverage price paths rather than the actual historical prices of the instrument, and may apply an assumed leverage factor where the instrument is not known to the Service. Such results do not represent what the instrument actually did.

10.4 Past performance. Past performance, whether actual or hypothetical, is not indicative of and does not guarantee future results.

11. Availability, changes and support

11.1 No service level. The Service is provided without any service-level agreement, uptime commitment, latency commitment, support commitment or response-time commitment.

11.2 It will be unavailable sometimes. The Service runs on infrastructure that scales to zero, in a single region, with a single primary database instance and without automatic failover. It may be unavailable, delayed or degraded due to maintenance, deployment, infrastructure failure, capacity limits, network conditions, third-party outage, rate limiting, or any other cause.

11.3 A missed evaluation is a missed trade. You acknowledge that if the Engine does not run at a scheduled time, the Orders that would have been placed are simply not placed, and Orders that would have been placed to protect or realize a position are likewise not placed. Provider does not backfill, replay or compensate for missed evaluations.

11.4 Changes to the Service. Provider may add, modify, suspend, degrade or discontinue any part of the Service, including any Strategy Type, parameter, default value, or computation, at any time and without notice. A change to how a Strategy Type behaves may change how your existing Strategies trade your money.

11.5 Beta character. You acknowledge that the Service is under active development, that it has not completed the pre-production security, penetration-testing and load-testing gates that Provider itself has identified, and that it contains known unresolved defects. You accept it in that condition.

12. Acceptable use

You will not, and will not permit any person to:

  1. use the Service to trade an account you do not own and control, or to provide advisory, management, brokerage or trading services to any third party;
  2. reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms or trade secrets of the Service, except to the extent this restriction is unenforceable under applicable law;
  3. copy, resell, sublicense, rent, lease, distribute or commercially exploit the Service or any part of it;
  4. access the Service by automated means other than the interfaces Provider makes available, or scrape, harvest or bulk-extract data from it;
  5. circumvent or attempt to circumvent any authentication, authorization, rate limit, quota, invitation requirement or other technical restriction;
  6. probe, scan, penetration-test, overload or interfere with the Service or its infrastructure without Provider's prior written consent;
  7. access another user's account, data or resources, or attempt to determine whether another user exists;
  8. use the Service for market manipulation, spoofing, layering, wash trading, front running, insider trading, or any other unlawful, deceptive or abusive trading practice;
  9. use the Service in violation of any law, regulation, exchange rule, or your Broker's terms; or
  10. remove, obscure or alter any proprietary notice.

13. Intellectual property

13.1 Ownership. The Service, including all software, algorithms, models, interfaces, designs, text, documentation and the selection and arrangement of its content, is owned by Provider and its licensors and is protected by intellectual property law. No rights are granted except as expressly stated.

13.2 Licence. Subject to your compliance with this Agreement, Provider grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own internal, personal, non-commercial trading. This licence terminates automatically when this Agreement terminates.

13.3 Your content. You retain ownership of the configurations, parameters and other content you submit. You grant Provider a worldwide, royalty-free licence to host, store, process, transmit, display and back up that content solely to operate, secure, support and improve the Service and to comply with law.

13.4 Feedback. If you provide suggestions or feedback, Provider may use them without restriction, obligation or compensation to you.

14. Fees

14.1 Currently free. The Service is currently made available at no charge. Provider has no obligation to continue to do so.

14.2 Future fees. Provider may introduce fees on prior notice to you. If you do not accept a fee, your remedy is to stop using the Service before the fee takes effect.

14.3 Third-party costs are yours. All commissions, spreads, regulatory fees, market data subscription charges, margin interest, borrowing costs, transfer fees, wire fees and taxes arising from your trading are your responsibility and are charged by your Broker or other third parties, not by Provider.

15. Term, suspension and termination

15.1 Term. This Agreement begins when you first accept it and continues until terminated.

15.2 Your termination. You may terminate at any time by ceasing use of the Service, revoking your Credentials at your Broker and requesting that Provider close your account.

15.3 Provider's termination. Provider may suspend or terminate your access immediately, at any time, with or without notice and with or without cause, including where Provider believes you have breached this Agreement, where continued access presents a legal, regulatory, security or operational risk, or where Provider ceases to offer the Service.

15.4 Effect on your positions. Termination or suspension stops the Service from trading; it does not close your positions. Your securities remain in your Brokerage Account and remain fully exposed to the market. You are solely responsible for managing, monitoring and closing them. Provider has no obligation to liquidate, hedge, notify, warn or act on your behalf after termination, and disclaims all liability for the performance of positions left open.

15.5 Data after termination. Provider's handling of your data after termination is described in the Privacy Policy. You acknowledge that certain records, including trade decision records and system logs, are retained after account closure.

15.6 Survival. Sections 3, 6.5, 7, 8, 9, 10, 12, 13, 15.4, 15.6, 16, 17, 18, 19, 20 and 22, together with any other provision that by its nature should survive, survive termination.

16. Disclaimer of warranties

16.1 AS IS. THE SERVICE, ALL MARKET DATA, ALL CALCULATIONS, ALL BACKTEST OUTPUT AND ALL OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

16.2 No warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

16.3 Specifically not warranted. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY ORDER WILL BE PLACED, PLACED CORRECTLY, PLACED AT ANY PARTICULAR TIME OR PRICE, ACCEPTED BY YOUR BROKER, OR EXECUTED AT ALL; THAT ANY EVALUATION WILL RUN; THAT ANY DATA, CALCULATION OR DISPLAYED FIGURE IS ACCURATE, CURRENT OR COMPLETE; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

16.4 No advice warranty. PROVIDER MAKES NO WARRANTY THAT ANY STRATEGY TYPE, PARAMETER, DEFAULT VALUE OR CONFIGURATION IS SUITABLE, APPROPRIATE OR PRUDENT FOR YOU.

16.5 Statutory rights. Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is prohibited, it does not apply to you, and the remaining exclusions continue in full force.

17. Limitation of liability

17.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY TRADING LOSS, LOST PROFIT, LOST OPPORTUNITY, LOST GAIN, MISSED TRADE, ADVERSE TAX CONSEQUENCE, MARGIN INTEREST, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE OR OTHERWISE, AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO PROVIDER FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

17.3 Applies to trading losses specifically. For the avoidance of doubt, Sections 17.1 and 17.2 apply to any claim for losses realized or unrealized in your Brokerage Account, however caused, including losses caused by an Order the Service placed, an Order it failed to place, an Order it placed in the wrong size or at the wrong time, or an evaluation it failed to run.

17.4 Basis of the bargain. The limitations in this Section 17 and the disclaimers in Section 16 are fundamental elements of the basis of the bargain between you and Provider, apply even if a limited remedy fails of its essential purpose, and would make the Service uneconomic to offer if they did not apply.

17.5 What is not excluded. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct where such exclusion is prohibited, for death or personal injury caused by negligence, or under any federal or state securities law provision that renders a pre-dispute waiver void. If any part of this Section 17 is held unenforceable, the remainder continues to apply to the maximum extent permitted.

17.6 Jurisdictional variation. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply to you in whole.

18. Indemnification

18.1 You will defend, indemnify and hold harmless Provider and its officers, directors, members, employees, contractors, agents, suppliers and licensors from and against any claim, demand, action, proceeding, loss, liability, damage, judgment, settlement, fine, penalty, cost and expense (including reasonable attorneys' fees) arising out of or relating to:

  1. your use of or access to the Service;
  2. any Order placed through your account, and any trading activity in your Brokerage Account;
  3. your breach of this Agreement or of any representation or acknowledgement in it;
  4. your violation of any law, regulation, exchange rule or third-party right, including your Broker's terms and any employer or regulator policy applicable to you;
  5. your tax positions, filings and reporting; or
  6. any claim by a third party arising from your use of the Service on their behalf or with their assets.

18.2 Provider will notify you of any claim subject to this Section and may, at its option and expense, assume exclusive control of its defense. You will not settle any claim in a way that imposes any obligation or admission on Provider without Provider's prior written consent.

19. Dispute resolution, arbitration and class-action waiver

19.1 Informal resolution first. Before starting arbitration or any proceeding, you agree to send a written notice of dispute to [NOTICE ADDRESS] and [CONTACT EMAIL] describing the claim and the relief sought, and to negotiate in good faith for 30 days. Provider will do the same. This step is a condition precedent to commencing arbitration.

19.2 Agreement to arbitrate. If the dispute is not resolved, you and Provider agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Service — including its formation, interpretation, breach, termination, enforceability, and including claims arising before this Agreement took effect — will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, as modified by this Section.

19.3 Procedure. The arbitration will be conducted by a single arbitrator. The seat will be [STATE], and the arbitration may be conducted by telephone, video or on written submissions unless the arbitrator orders otherwise. The arbitrator will apply the law specified in Section 20 and may award any relief available in a court, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class-action and representative waiver. YOU AND PROVIDER EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative proceeding.

19.5 Jury-trial waiver. YOU AND PROVIDER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY in any proceeding arising out of or relating to this Agreement or the Service.

19.6 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies and remains there, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation or violation of intellectual property or unauthorized access to the Service.

19.7 Your right to opt out of arbitration. You may opt out of Sections 19.2 through 19.5 by sending written notice within 30 days of first accepting this Agreement to [ARBITRATION OPT-OUT ADDRESS], stating your name, the email on your account, and that you opt out of arbitration. Opting out affects nothing else in this Agreement and will not disadvantage you in any way. If you opt out, Section 20 governs.

19.8 Time limit for claims. To the maximum extent permitted by law, any claim arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the claim accrues, or it is permanently barred. This limitation does not apply where it is prohibited by law.

19.9 Severability and blow-up. If Section 19.4 is held unenforceable as to a particular claim or request for relief, that claim or request will be severed and litigated in the courts specified in Section 20, while the remaining claims proceed in arbitration. If Section 19.4 is held unenforceable in its entirety, then Sections 19.2 through 19.5 are void in their entirety and Section 20 governs all disputes.

19.10 Survival. This Section 19 survives termination of this Agreement.

20. Governing law and venue

20.1 This Agreement, and any dispute arising out of or relating to it or the Service, is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

20.2 Subject to Section 19, the state and federal courts located in [STATE] have exclusive jurisdiction and venue over any dispute, and you and Provider each irrevocably consent to that jurisdiction and waive any objection based on venue or forum non conveniens.

20.3 The Service is controlled and operated from the United States and is intended for users located in the United States. If you access it from elsewhere, you do so on your own initiative and are responsible for compliance with local law.

21. Changes to this Agreement

21.1 Versioning. This Agreement is versioned. The current version and effective date appear at the top of this document and in the Service.

21.2 Renewed acceptance. Provider may amend this Agreement at any time. When Provider publishes a new version, the Service will require you to review and affirmatively accept it before you can continue to create or modify Strategies or accounts. Your acceptance is recorded with the version accepted and the time of acceptance.

21.3 Trading continues during a pending re-acceptance. You acknowledge that Strategies already active continue to be evaluated and may continue to place Orders while a new version is pending your acceptance. Provider does not halt live Strategies on account of a document change, because doing so could itself cause loss. If you do not wish trading to continue, use the controls in Section 5.5.

21.4 If you do not accept. If you do not accept an amended version, your remedy is to stop using the Service, close your positions and close your account.

22. General

22.1 Entire agreement. This Agreement, together with Schedule A and the Privacy Policy, is the entire agreement between you and Provider regarding the Service and supersedes all prior or contemporaneous understandings, representations and agreements on that subject.

22.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder of this Agreement continues in full force.

22.3 No waiver. No failure or delay by Provider in exercising any right waives it. A waiver is effective only if in writing and signed by Provider, and applies only to the instance specified.

22.4 Assignment. You may not assign or transfer this Agreement or any right under it, by operation of law or otherwise, without Provider's prior written consent; any attempt to do so is void. Provider may assign this Agreement freely, including in connection with a merger, acquisition, reorganization or sale of assets.

22.5 Force majeure. Provider is not liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, epidemic, governmental or regulatory action, market disruption, exchange halt, power or telecommunications failure, internet or cloud provider outage, third-party failure, or cyberattack.

22.6 Relationship. You and Provider are independent contracting parties. Nothing creates an employment, agency, partnership or joint-venture relationship.

22.7 No third-party beneficiaries. Except for the indemnified parties named in Section 18, this Agreement confers no rights on any third party.

22.8 Notices. Provider may give notice to you by email to the address on your account or by posting in the Service; such notice is effective when sent or posted. You must give notice to Provider in writing at [NOTICE ADDRESS] with a copy to [CONTACT EMAIL].

22.9 Headings. Headings are for convenience only and do not affect interpretation.

22.10 Interpretation. "Including" means "including without limitation". No rule of construction against the drafter applies.

22.11 Export and sanctions. You represent that you are not located in, and are not a national or resident of, any country or on any list subject to United States trade sanctions or export restrictions applicable to the Service.

23. Contact

Questions, notices and requests under this Agreement:

  • Email: [CONTACT EMAIL]
  • Post: [PROVIDER ENTITY], [NOTICE ADDRESS]

By accepting, you confirm that you have read and understood this Agreement and the Risk Disclosure Statement, that you accept sole responsibility for every financial consequence of your use of the Service, and that you agree to the Privacy Policy.

Read them here: Risk Disclosure Statement and Privacy Policy.