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FREEDOM AUTO TRADING LLC   SOFTWARE SUBSCRIPTION AND LICENSE AGREEMENT  

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES   FREEDOM AUTO TRADING LLC IS NOT A REGISTERED INVESTMENT ADVISER, IS NOT A BROKER-DEALER, IS NOT A BANK OR OTHER FINANCIAL INSTITUTION, AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE COMMODITY FUTURES TRADING COMMISSION, FINRA, THE NATIONAL FUTURES ASSOCIATION OR THE PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES IN ANY CAPACITY.   THE SERVICES ARE SOFTWARE TOOLS. THEY DO NOT PROVIDE PERSONALIZED INVESTMENT ADVICE, DO NOT TAKE ACCOUNT OF YOUR INDIVIDUAL FINANCIAL SITUATION, AND ARE NOT A RECOMMENDATION TO BUY, SELL OR HOLD ANY SECURITY OR OTHER INSTRUMENT.   YOU CONTROL YOUR OWN BROKERAGE ACCOUNT. YOU MAKE ALL TRADING DECISIONS. YOU ALONE BEAR ALL TRADING LOSSES.   TRADING INVOLVES A SUBSTANTIAL RISK OF LOSS AND IS NOT SUITABLE FOR EVERY PERSON. YOU MAY LOSE SOME OR ALL OF THE MONEY YOU INVEST. PAST PERFORMANCE AND BACKTESTED OR HYPOTHETICAL PERFORMANCE ARE NOT INDICATIVE OF FUTURE RESULTS.   THIS AGREEMENT LIMITS OUR LIABILITY TO YOU (SECTION 18) AND REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION (SECTION 21).

  This Software Subscription and License Agreement (this “Agreement”) is between Freedom Auto Trading LLC, a Pennsylvania limited liability company (“we”, “us”, “our” or the “Company”), and you, the individual who subscribes for the Services (“you” or “your”). You and the Company are each a “Party” and together the “Parties”.  

1. ACCEPTANCE AND CHANGES.

 

• Acceptance; Effective Date. This Agreement takes effect on the earlier of the date you first click to accept it and the date you first access or use the Services (the “Effective Date”). By clicking “I agree” (or a similar control), by creating an account, or by accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, do not access or use the Services.

 

• Eligibility. You represent and warrant, each time you access the Services, that:

 

• you are at least 18 years old and have full legal capacity to enter into this Agreement;
• you are a resident of the United States and are not resident or located in any jurisdiction listed in Exhibit A;
• you are subscribing for the Services for your own personal, family or household purposes and not on behalf of any other person;
• you are not a person with whom we are prohibited from dealing under applicable sanctions, anti-money-laundering or export control laws; and
• you are not required to be registered or licensed in any capacity in connection with your use of the Services, and your use of the Services will not cause you to become so required.

 

• Changes to this Agreement. We may change this Agreement from time to time. If we make a material change, we will give you at least thirty (30) days’ advance notice by email to the address associated with your account and by posting the updated Agreement on our Website. The change will take effect at the end of the notice period. If you do not agree to the change, you may cancel your subscription before it takes effect in accordance with Section 5, and we will refund any prepaid Fees covering the period after cancellation. Your continued use of the Services after the change takes effect means you accept the updated Agreement.

 

2. DEFINITIONS. In this Agreement, the following terms have the definitions provided to them in this Section.

  “Aggregated Statistics” means data and information relating to your use of the Services that we use in an aggregated and de-identified form, including to compile statistical and performance information about the provision and operation of the Services and to develop, train, test and improve the Services.   “AI Model” means any machine learning, statistical or algorithmic model used in or by the Services to generate Output.   “Broker” means the broker-dealer, futures commission merchant, retail foreign exchange dealer, digital asset trading platform or other execution venue at which you maintain a Brokerage Account.   “Brokerage Account” means a trading account held in your own name with a Broker.   “Documentation” means the user guides, help materials and other end-user documentation for the Services that we make available at our Website or within the Services.   “Fees” means the fees for the Services set out on the Order Page and on the Website.   “Order Page” means the online checkout, order form or subscription page through which you select and pay for a Subscription Plan.   “Output” means any Signal, alert, score, ranking, indicator, chart, screen, analysis, back-test, model result, report or other output generated or made available by the Services.   “Provider IP” means the Services, the Documentation, the AI Models, all Output, the Aggregated Statistics, and all intellectual property rights in any of them. Provider IP does not include Your Data.   “Services” means the software-as-a-service offering described on the Website, together with the Documentation.   “Signal” means an Output that identifies or describes a potential entry, exit, position size, stop, target or similar parameter in relation to a financial instrument.   “Subscription Period” means the recurring period for which you have paid Fees, as set out on the Order Page.   “Subscription Plan” means the plan or tier of the Services you select on the Order Page.   “Website” means our website located at freedomautotrading.com   “Your Data” means information, data and content that you submit to, or that is generated by your use of, the Services, other than Aggregated Statistics.  

3. THE SERVICES.

 

• Services; Use of Services. The Services are software tools that apply algorithmic and machine learning techniques to market data and generate Output. You license the Services and use them on your own Brokerage Account. We do not manage, direct or trade your money.

 

• No investment advice; No recommendation.

 

• The Output is general, impersonal, informational and educational in nature. It is not investment advice. It is not a recommendation, offer or solicitation to buy, sell or hold any security, futures contract, foreign currency, digital asset or other instrument, and it is not an opinion that any transaction is suitable or appropriate for you.
• The Output is generated by software applying the same methodology to all subscribers on the same Subscription Plan. It is not based on, and does not take into account, your investment objectives, financial situation, risk tolerance, tax position, existing holdings or any other individual circumstance, and we do not undertake to consider any of those matters.

 

• No Advisory, Fiduciary, or Agency Relationship. Your relationship with us is that of a licensee of software. Nothing in this Agreement, and nothing in the Services, creates any advisory, fiduciary, agency, partnership, joint venture, trustee or similar relationship between us. We owe you no duty of care in relation to your trading decisions, no duty of suitability, no duty of best execution and no duty to monitor your Brokerage Account, your positions or the market on your behalf.

 

• No Discretion; No custody; No execution. We do not:

 

• have or exercise any discretionary authority or control over your Brokerage Account or any of your assets;
• hold, receive, custody or have access to your funds or securities;
• accept, transmit, route or execute orders; or
• act as counterparty to any transaction you enter into. All orders are placed by you or, if you enable the functionality described in Section 8, by software operating on your instruction, under settings you select, and in your Brokerage Account.

 

• Our Regulatory Status. You acknowledge that we are not, and do not hold ourselves out as, any of the following, and that the Services are not provided in any of the following capacities:

 

• an investment adviser registered under the Investment Advisers Act of 1940 or under the Pennsylvania Securities Act of 1972 or the securities laws of any other state, or an investment adviser representative;
• a broker, dealer or broker-dealer registered under the Securities Exchange Act of 1934, or a member of FINRA or SIPC;
• a commodity trading advisor, commodity pool operator, futures commission merchant, introducing broker or retail foreign exchange dealer registered with the Commodity Futures Trading Commission, or a member of the National Futures Association;
• a bank, savings institution, credit union, trust company, insurance company or other financial institution, and no amount you pay us and no amount held in your Brokerage Account is insured by the Federal Deposit Insurance Corporation, the National Credit Union Administration or SIPC by reason of your use of the Services;
• a money transmitter, money services business or payment processor; or
• a financial planner, accountant, tax adviser or attorney.

 

• No Offer of Securities. The Services are not, and are not part of, an offer or sale of any security, investment contract, fund interest or other investment product. Your subscription gives you a licence to use software. It gives you no ownership interest, profit share, revenue share or other economic interest in us or in any pool of assets.

 

• No Legal, Tax, or Accounting Advice. Nothing in the Services or the Output is legal, tax, or accounting advice. You are responsible for the tax consequences of your trading. We recommend that you obtain independent professional advice before acting on any Output.

 

• Independent professional advice. You should consult a registered investment adviser, broker-dealer or other appropriately licensed professional before making any investment decision. We can recommend no such person, and we receive no compensation from any Broker or other third party in connection with your trading.

 

4. YOUR RESPONSIBILITIES.

 

• You Control Your Brokerage Account. You open, fund, control and are solely responsible for your Brokerage Account. Your relationship with your Broker is governed by your agreement with that Broker, to which we are not a party. You are solely responsible for:

 

• every order placed in your Brokerage Account, whether placed manually by you or generated under settings you select;
• the size, timing and risk of every position;
• all margin, leverage and collateral decisions; and
• all resulting profits and losses.

 

• You Make Your Own Decisions. You acknowledge and agree that:

 

• you exercise your own independent judgement in deciding whether and how to act on any Output;
• you are not relying on us, and it is not reasonable for you to rely on us, for any recommendation, suitability assessment or opinion about your particular circumstances;
• you have the knowledge and experience necessary to evaluate the merits and risks of your trading; and
• you are financially able to bear the risk of losing your entire investment.

 

• Personal Use Only; No Use for Others. You may use the Services only for your own account. You must not:

 

• use the Services to manage, advise on or trade any account other than your own Brokerage Account;
• provide investment advice to any other person on the basis of the Output;
• republish, redistribute, resell, forward, post, stream or otherwise make available any Signal or other Output to any other person, whether or not for compensation; or
• use the Output to operate or advise any fund, pool, club or managed account.

 

• Credentials; API Keys; Account Security. You are responsible for maintaining the confidentiality of your login credentials and of any Broker API key, token or credential you provide to or connect with the Services. You must notify us promptly if you become aware of any unauthorised access. You must not share your account with any other person. Broker connections are established using API permissions that permit trading only. We do not store your Broker credentials, we do not have access to your username, password, account balances or other personal financial information, and we cannot initiate any deposit, withdrawal or other movement of funds in your Brokerage Account.

 

• You must comply with all laws, rules and regulations applicable to your trading, with the rules of any exchange or market on which you trade, and with your agreement with your Broker. You must not use the Services in connection with any manipulative, deceptive or otherwise unlawful trading practice, or on the basis of material non-public information.

 

5. RISK ACKNOWLEDGEMENTS.

 

• Acknowledgement and Acceptance of Risk. You acknowledge and accept each of the following:

 

• RISK OF LOSS. Trading involves substantial risk. You may lose some or all of the money you invest, and in a margined or leveraged account you may lose more than you deposit.

 

• NO GUARANTEE OF RESULTS. We do not guarantee, and cannot guarantee, any profit, any level of return, any level of accuracy, any win rate or any avoidance of loss.

 

• MODEL RISK. The Services rely on AI Models. AI Models are probabilistic. They may produce Output that is inaccurate, incomplete, internally inconsistent, biased, or plainly wrong, and they may perform very differently in market conditions unlike those in their training or testing data.

 

• REGIME CHANGE. A methodology that performed well historically may cease to work, without warning and without any change to the software.

 

• DATA RISK. The Services depend on market and reference data supplied by third parties. That data may be delayed, interrupted, incomplete or wrong, and Output based on it may be wrong.

 

• TECHNOLOGY RISK. Software, networks, hosting infrastructure and Broker connections fail. Output may be delayed, may not be delivered, or may be delivered after the opportunity it describes has passed.

 

• EXECUTION RISK. You may not be able to transact at the prices shown in any Output. Slippage, spreads, partial fills, gaps, halts, limit moves, liquidity shortfalls and order rejection by your Broker may each cause your results to differ materially from any Output.

 

• Commissions, spreads, financing costs, borrow costs, exchange and regulatory fees, and taxes reduce returns and may turn a nominally profitable strategy into a losing one.

 

• CONCENTRATION AND CORRELATION. Output may generate correlated positions across instruments, concentrating rather than diversifying your risk.

 

• Individual equities and exchange-traded funds can move sharply, including on news, earnings and market-wide events, and may gap through any stop-loss level. Securities with lower trading volume may be difficult to exit at the price, or in the size, you expect.

 

• YOUR OWN CIRCUMSTANCES. Only you know whether trading, and this type of trading, is suitable for you.

 

6. PERFORMANCE INFORMATION.

 

• No Performance Representation. We make no representation or warranty as to the past, present or future performance of the Services or of any Output.

  PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  

• Hypothetical and Back-tested Results. Any performance figures we present that are back-tested, simulated, hypothetical or modelled, rather than derived from actual trading, are subject to inherent limitations.

  THESE RESULTS ARE BASED ON SIMULATED OR HYPOTHETICAL PERFORMANCE RESULTS THAT HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE THE RESULTS SHOWN IN AN ACTUAL PERFORMANCE RECORD, THESE RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, BECAUSE THESE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THESE RESULTS MAY HAVE UNDER-OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED OR HYPOTHETICAL TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THESE BEING SHOWN.  

• Testimonials and User Results. Any testimonial or user result we publish is the experience of the individual concerned. It may not be representative of the experience of other subscribers and is no guarantee of future performance or success. We do not audit or independently verify results reported to us by subscribers.

 

• Third-party Statements. We are not responsible for statements about the Services made by any affiliate, influencer, reseller or other third party that are inconsistent with this Agreement, and you should not rely on them.

 

7. LICENCE AND RESTRICTIONS.

 

• Subject to your compliance with this Agreement and your payment of the Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and the Documentation during the term of your subscription, for your own personal, non-commercial use in accordance with this Agreement and the Documentation.

 

• You must not, and must not permit any other person to:

 

• copy, modify or create derivative works of the Services, the Documentation or any Output;
• rent, lease, lend, sell, sublicense, assign, distribute, publish or otherwise make available the Services, the Documentation or any Output;
• reverse engineer, disassemble, decompile or otherwise attempt to derive the source code, model weights, parameters, training data, methodology or logic of the Services or any AI Model, except to the extent that restriction is prohibited by applicable law;
• use any scraper, robot, spider or other automated means to access the Services, or exceed any rate limit or usage limit;
• use the Services or any Output to develop, train, benchmark or improve any competing product or model;
• remove or obscure any proprietary notice;
• circumvent or attempt to circumvent any access control, authentication or usage limit; or
• use the Services in any way that infringes any person’s rights or violates any law.

 

• Reservation of Rights. We reserve all rights not expressly granted. Nothing in this Agreement transfers to you any ownership of, or any right in, the Provider IP.

 

8. AUTOMATED EXECUTION AND BROKER CONNECTIVITY.

 

• Optional functionality. The Services may allow you to connect them to your Brokerage Account so that orders are generated and transmitted automatically when conditions you have configured are met (“Automated Execution”). Automated Execution is optional, is off by default, and operates only if you affirmatively enable it.

 

• Your instruction; your settings. If you enable Automated Execution, you are giving a standing instruction to your Broker, through the Services, on parameters you select. You select the instruments, the position sizing, the risk limits, the maximum order size, the trading hours and every other setting. We do not select any of them for you, and we do not exercise discretion in relation to them. You may disable Automated Execution, change your settings, or revoke your Broker connection at any time.

 

• You Remain Responsible. Every order generated is your order. You must monitor your Brokerage Account. You must not enable Automated Execution unless you are able to bear the losses that may result while you are not monitoring it.

  ENABLING AUTOMATED EXECUTION DOES NOT TRANSFER RESPONSIBILITY FOR YOUR TRADING TO US.  

• Connectivity risks. You further acknowledge that:
  • connections between the Services, your Broker and market infrastructure may fail, be delayed or be interrupted;
  • orders may be duplicated, may not be sent, may be sent late, may be rejected by your Broker or may be filled at prices materially different from those indicated;
  • a software defect, a data error or a market disruption may cause unintended orders, including a rapid series of orders; and
  • your Broker may suspend or terminate API access at any time. You accept these risks.

 

• Risk Controls. The Services include the following risk controls: a control that enables and disables Automated Execution; a control that allows you to close any individual open position; and a trailing stop-loss applied to each position opened through Automated Execution, currently set at five per cent (5%). You are responsible for monitoring your Brokerage Account and for using these controls. A trailing stop-loss does not guarantee that a position will be closed at or near the stop level. In fast-moving, illiquid or gapping markets, or where trading in a security is halted, a position may be closed at a materially worse price, or may not be closed at all.

 

9. THIRD-PARTY SERVICES AND MARKET DATA.

 

• Use of Third-Party Services and Market Data. The Services may incorporate or interoperate with third-party services, including market data feeds, cloud hosting and Broker APIs. Those services are provided by their own providers on their own terms, and we do not control them and are not responsible for them. Your use of market data may be subject to the terms of the relevant exchange or vendor, and you agree to comply with those terms. We may change or cease to support any third-party service at any time.

 

10. FEES; BILLING; RENEWAL; CANCELLATION.

 

• You will pay the Fees for your Subscription Plan as set out on the Order Page. All Fees are in US dollars. Fees are exclusive of taxes, and you are responsible for any sales, use or similar tax (other than tax on our income).

 

• Billing and Authorisation. You authorise us, and our payment processor, to charge the payment method you provide for the Fees for your initial Subscription Period and, unless you cancel, for each renewal Subscription Period, on the terms disclosed to you on the Order Page before you provided your billing information.

 

• Automatic Renewal. Your subscription may be set to renew automatically at the end of each Subscription Period for a further period of the same length, at the then-current Fees, and your payment method will be charged automatically, unless you cancel before the renewal date. Before you subscribe, we will clearly and conspicuously disclose the Fees, the length of the Subscription Period, the fact of automatic renewal, and how to cancel. We will send a renewal reminder to your email address at least fifteen (15) days before each renewal for Subscription Periods of six months or longer.

 

• Fee Changes. We may change the Fees for renewal Subscription Periods. We will give you at least thirty (30) days’ notice by email before a Fee change takes effect. If you do not accept the new Fees, you may cancel under Section 5 before the change takes effect.

 

• You may cancel your subscription at any time, using the same medium in which you subscribed, through the cancellation control in your account settings, or by emailing the support email designated on our Website. Cancellation takes effect at the end of the Subscription Period then in progress. You keep access to the Services until then. We will not require you to call us, to speak to a representative, or to take any step more burdensome than the steps required to subscribe.

 

• Except as expressly stated in this Agreement, Fees are non-refundable and we do not provide refunds or credits for partial Subscription Periods.

 

• Non-Payment. If a payment fails, we may retry it and may suspend your access to the Services until it is paid. We will notify you before suspending access.

 

11. FREE TRIALS.

 

• Terms of Free Trials. If we offer you a free or discounted trial, we will tell you before you sign up how long it lasts, what happens when it ends, and what you will be charged. Unless you cancel before the trial ends, your subscription will convert to a paid subscription and your payment method will be charged the Fees. We will remind you by email at least three (3) days before the trial ends. We may limit trials to one per person and may withdraw a trial at any time.

 

12. AVAILABILITY; SUPPORT; SUSPENSION.

 

• We will use commercially reasonable efforts to make the Services available, but we do not commit to any particular level of availability, and the Services may be unavailable during maintenance, updates or events outside our control. You must not rely on the Services being available at any particular time, and you must not maintain any position on the assumption that the Services will alert you or act on your behalf.

 

• We provide the support described on our Website. We do not provide advice about your trading, your positions or your Brokerage Account, and our support personnel are not authorised to give it.

 

• We may suspend your access to all or part of the Services, on notice where practicable, if: (a) we reasonably believe there is a security threat to the Services or to other subscribers; (b) we reasonably believe you are using the Services fraudulently or unlawfully, or in breach of Section 4.3 or Section 7.2; (c) we are required to do so by law or by a regulator; or (d) a third-party service we depend on is suspended or terminated. We will restore access as soon as reasonably practicable once the cause is resolved.

 

13. YOUR DATA; PRIVACY; AGGREGATED STATISTICS.

 

• Your Data. As between us, you own Your Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Your Data as necessary to provide the Services to you and as otherwise permitted by this Agreement.

 

• Our collection and use of personal information is described in our Privacy Policy at on our Website, which forms part of this Agreement.

 

• Aggregated Statistics; Model Improvement. We may monitor use of the Services and compile Aggregated Statistics. We own all Aggregated Statistics. We may use Aggregated Statistics, including data derived from Your Data, to operate, develop, train, test and improve the Services and our AI Models, and may publish or otherwise use Aggregated Statistics, provided that Aggregated Statistics do not identify you.

 

14. CONFIDENTIALITY.

 

• Confidentiality Obligations. The Services, the Documentation, the AI Models and any non-public information we make available to you about the methodology, parameters, performance or operation of the Services are our confidential information. You must keep them confidential, must not disclose them to any other person, and must use them only as permitted by this Agreement. This obligation does not apply to information that is or becomes public other than through your breach, that you already lawfully held, or that you are required by law to disclose (in which case, where lawful, you will notify us first).

 

15. INTELLECTUAL PROPERTY; FEEDBACK.

 

• Our IP. We own all right, title and interest in the Provider IP, including all Output. You receive only the licence expressly granted in Section 1.

 

• Feedback. If you send us comments, suggestions or ideas about the Services, we may use them for any purpose without restriction, attribution or compensation, and you assign to us all rights in them.

 

16. USE OF ARTIFICIAL INTELLIGENCE.

 

• Nature of AI Output. The Output is generated by statistical models, not by a human analyst and not by a system that understands markets. It is a probabilistic estimate derived from historical patterns. It may be wrong. It may be confidently wrong. It may be wrong in ways that are not apparent from the Output itself.

 

• No Human Review. Output is generated automatically and is not reviewed by any person before it is made available to you.

 

• Changes to the Models. We may retrain, modify, replace or withdraw any AI Model at any time. The behaviour of the Services may change as a result, including in ways that materially change the Output you receive. We are not obliged to maintain any particular model, methodology, feature or level of performance.

 

• We are not able to, and do not undertake to, explain why the Services generated any particular Output.

 

17. DISCLAIMER OF WARRANTIES.

  THE SERVICES, THE DOCUMENTATION AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.   WE DO NOT WARRANT THAT THE SERVICES OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED, THAT ANY DEFECT WILL BE CORRECTED, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY RESULT, OR THAT THE SERVICES WILL BE COMPATIBLE WITH YOUR BROKER OR ANY OTHER SYSTEM. WE DO NOT WARRANT ANY PROFIT OR ANY PARTICULAR TRADING OUTCOME.   Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is not permitted, it does not apply to you, and any warranty implied by law is limited in duration to thirty (30) days from the date you first subscribe. Nothing in this Agreement excludes or limits any right you have under applicable consumer protection law that cannot lawfully be excluded or limited.  

18. LIMITATION OF LIABILITY.

 

• Trading Losses Excluded.

  WE WILL HAVE NO LIABILITY OF ANY KIND FOR ANY TRADING LOSS, LOST PROFIT, LOST OPPORTUNITY, MISSED TRADE, ADVERSE PRICE MOVEMENT, MARGIN CALL, LIQUIDATION OR OTHER LOSS ARISING FROM ANY TRANSACTION YOU ENTER INTO OR FAIL TO ENTER INTO, WHETHER OR NOT INFLUENCED BY THE SERVICES OR ANY OUTPUT.  

• Excluded Categories of Loss.

  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR ANTICIPATED SAVINGS, OR COST OF SUBSTITUTE SERVICES, IN EACH CASE WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY.  

  TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, ON ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS (USD $100).  

• Nothing in this Agreement excludes or limits our liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by our negligence; (c) reckless, wilful or wanton conduct; or (d) any other liability that cannot lawfully be excluded or limited.

 

• Basis of the Bargain. You acknowledge that the Fees reflect this allocation of risk, and that we would not provide the Services on these Fees without it. The limitations in this Section 18 apply even if a limited remedy fails of its essential purpose.

 

19. INDEMNITY.

 

• Terms of Indemnification. You will indemnify and hold us and our members, managers, officers, employees and agents harmless from any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of any third-party claim resulting from: (a) your use of the Services in breach of this Agreement; (b) your breach of Section 3 (personal use only) or Section 4.5 (compliance); (c) Your Data; or (d) your trading activity. We will notify you promptly of any such claim, will let you control the defence with counsel reasonably acceptable to us, and will cooperate at your expense. You may not settle any claim in a way that imposes any obligation or admission on us without our written consent.

 

20. TERM; TERMINATION.

 

• This Agreement starts on the Effective Date and continues until your subscription ends or this Agreement is terminated.

 

• Termination by You. You may cancel at any time under Section 5.

 

• Termination by Us. We may terminate this Agreement: (a) immediately on notice if you materially breach it and, where the breach can be cured, do not cure it within ten (10) days of our notice; (b) immediately on notice if you breach Section 3 or Section 7.2, or if we reasonably believe your use of the Services is fraudulent or unlawful; or (c) on thirty (30) days’ notice for any other reason, in which case we will refund the unused portion of any Fees you have prepaid.

 

• Effect of Termination. On termination your licence ends and you must stop using the Services and the Output. Any Automated Execution connection will be disabled; you remain responsible for any open position in your Brokerage Account, and you should not assume that termination closes, hedges or otherwise affects any position. Sections 2, 3, 1, 4.2, 5, 6, 13, 14, 15, 17, 18, 19, 21, 22 and 24 survive termination.

 

21. DISPUTE RESOLUTION.

 

• Informal Resolution First. Before starting any proceeding, you agree to contact us and give us thirty (30) days to try to resolve the dispute informally.

 

• Binding Arbitration. Except as stated in Section 4, any dispute arising out of or relating to this Agreement or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its consumer arbitration rules, before a single arbitrator, seated in Philadelphia, Pennsylvania or, at your election, in the county where you live, or by telephone or video. The Federal Arbitration Act governs this Section. We will pay the arbitration filing and administrative fees to the extent required by the administrator’s consumer rules.

 

• Class Action Waiver. YOU AND WE EACH AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS PROCEEDING. If this Section 3 is held unenforceable as to any claim, that claim will be heard in court under Section 22 and the rest of this Section 21 will continue to apply to all other claims.

 

• Exceptions and Opt-out. Either Party may bring an individual claim in small claims court, and either Party may seek injunctive relief in court to protect intellectual property or confidential information. You may opt out of Sections 2 and 21.3 by emailing us within thirty (30) days of first accepting this Agreement, stating your name and that you opt out of arbitration. Opting out will not affect any other part of this Agreement or your use of the Services.

 

22. GOVERNING LAW AND VENUE.

 

• Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules. Subject to Section 21, any suit, action or proceeding arising out of or relating to this Agreement or the Services will be brought exclusively in the state or federal courts located in Philadelphia County, Pennsylvania, and each Party submits to the jurisdiction of those courts. Nothing in this Section deprives you of the protection of any mandatory consumer protection law of the state in which you live.

 

• Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

 

23. NOTICES; ELECTRONIC COMMUNICATIONS.

 

• Notices; Electronic Communication. You consent to receive notices, disclosures, agreements and other communications from us electronically, by email to the address associated with your account or by posting within the Services. Electronic communications satisfy any legal requirement that a communication be in writing. You may withdraw this consent by contacting us at the support email provided on our Website, but if you do we may have to terminate your subscription because we cannot provide the Services without electronic delivery. You must keep your email address current. Notices to us must be sent to the email address indicated on our Website and, for legal notices, to

  MAILING ADDRESS  

24. GENERAL.

 

• Entire Agreement. This Agreement, together with the Order Page, the Exhibits and the Privacy Policy, is the entire agreement between us about the Services and supersedes all prior discussions and representations. In the event of conflict, the order of precedence is: this Agreement, then the Exhibits, then the Order Page, then the Privacy Policy. Nothing in this Section limits liability for fraudulent misrepresentation.

 

• You may not assign or transfer this Agreement or your account. We may assign this Agreement to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of our assets, on notice to you.

 

• No Waiver. A failure or delay in enforcing any provision is not a waiver of it.

 

• If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if it cannot be, severed, and the rest of this Agreement will continue in effect.

 

• Force Majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, failures of the internet or of telecommunications, failures of any third-party service provider, exchange or market disruption, or any act of a governmental or regulatory authority.

 

• No Third-party Beneficiaries. This Agreement is for the benefit of the Parties only. No other person may enforce it, except that our members, managers, officers, employees and agents may enforce Sections 18 and 19.

 

• Export and Sanctions. You must comply with all applicable export control and sanctions laws, and you must not use the Services in or for the benefit of any jurisdiction or person subject to comprehensive US sanctions.

 

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

 

• “Including” means “including without limitation”. This Agreement will not be construed against either Party as its drafter.

          EXHIBIT A   RESTRICTED JURISDICTIONS   Part 1: Territorial Scope   The Services are offered only to natural persons who are both resident in, and located in, the United States of America at the time of subscription and at all times during use. The Services are not offered to, and may not be used by, any person resident or located outside the United States.   Part 2: Sanctions and Export Control Exclusions   Without limiting Part 1, the Services are not offered to, and may not be accessed or used by, any person who is:  

• resident or located in Cuba, Iran, North Korea, or the Crimea region of Ukraine, the so-called Donetsk People’s Republic or Luhansk People’s Republic, or any other region of Ukraine that is from time to time subject to comprehensive sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”);

 

• resident or located in Russia, Belarus, Venezuela, Burma (Myanmar);

 

• identified on OFAC’s Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List or Non-SDN Menu-Based Sanctions List, on the US Department of Commerce’s Denied Persons, Entity or Unverified Lists, or on any comparable restricted party list; or

 

• owned or controlled by, or acting for or on behalf of, any person described in paragraph (a), (b) or (c).