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Tradey Terms & Conditions
Background
The Provider develops and licenses software only. The Provider does not act as a broker, dealer, investment advisor, commodity trading advisor (CTA), money manager, or fiduciary. The Client acknowledges that the Provider has no control or discretion over Client funds, accounts, and trades.
1. Acceptance of Terms
By executing this Agreement, Client acknowledges and agrees that they have carefully reviewed and understood all terms herein. Client further acknowledges that this Agreement constitutes solely a license of software and does not constitute, and shall not be construed as, an investment advisory, brokerage, or fiduciary relationship. Client remains solely responsible for obtaining and maintaining all necessary broker or proprietary trading firm account approvals, for all trading activity and outcomes in such accounts, and for full compliance with all broker rules, proprietary trading firm terms, and applicable laws and regulations. Provider is not a fiduciary, does not undertake to provide individualized advice, and shall have no discretionary authority over Client’s trading activity.
2. Client Control of Accounts
Client represents and warrants that they are the sole legal and beneficial owner of all broker or proprietary trading firm accounts through which the licensed software is used. Provider may be granted limited login access strictly for the purposes of initial setup, integration, or technical support. Such access shall not confer upon Provider any custody, discretion, or trading authority over Client’s funds or accounts. Provider does not retain or store Client’s login credentials following completion of setup and shall permanently dispose of any such access information once the integration process is complete. At all times, Client shall retain full and exclusive control and responsibility for account security, trading activity, and all transactions executed therein.
3. Grant of License
Subject to the terms of this Agreement, Provider grants Client a limited, non-exclusive, non-transferable license to use Provider’s proprietary trading software (the “Algorithms”) solely for Client’s own proprietary trading firm accounts or live cash accounts. This license shall remain in effect unless suspended or terminated in accordance with Section 5 of this Agreement.
4. Fees and Payments
4.1 Activation License Fee
Client shall pay a one-time Activation License Fee of [ACTIVATION FEE AMOUNT] for all of Tradey's algorithmic softwares and future softwares (Nasdaq, S&P, Gold, etc.). This fee is consideration solely for access to Provider’s intellectual property and proprietary systems and is fully earned when paid, subject only to the limited refund right described in Section
4.2. Refunds
(a) Provider offers a six (6) month refund eligibility review starting on the Activation Date. During this period, Client may request a refund of the Activation License Fee, subject to the requirements in this Section. To remain eligible for the Satisfaction Guarantee, Client must follow the payment and dispute terms of this Agreement. If Client files or continues a chargeback, payment dispute, payment reversal, or similar claim regarding the Activation License Fee, Client will no longer be eligible for the Satisfaction Guarantee. (b) Eligibility Requirements. To be eligible for a refund under this Satisfaction Guarantee, Client must satisfy all of the following throughout the applicable period:
(i) Configuration Integrity — As part of the onboarding process, Provider will install and configure the licensed software on Client’s designated account(s), including all operational settings, parameters, and risk management values (collectively, the “Provider-Installed Configuration”). Client agrees to maintain the Provider-Installed Configuration without alteration for the duration of the Satisfaction Guarantee period, except as expressly authorized by Provider in writing. Eligibility is conditioned upon maintenance of the Provider-Installed Configuration; modifications or deviations identified through execution logs, configuration data, or comparative account records shall constitute non-fulfillment of this eligibility requirement.
(ii) Connected Account — Client shall keep the software connected to a U.S.-regulated brokerage or proprietary trading firm account(s), except for connection interruptions caused by internet outages, platform outages, brokerage outages, scheduled maintenance, or other events outside Client’s reasonable control.
(iii) Automated Operation — Client shall permit the licensed software to initiate and manage trades during normal trading conditions. Client retains full discretion to execute trades manually at any time. Manual profit-taking, manual trade execution, and temporary pauses of automated execution for safety, risk management, platform-related issues, internet outages, brokerage outages, or operational considerations shall not constitute a breach of this Agreement or a violation of this eligibility requirement.
(iv) Operational Continuity — Client shall maintain internet access, supported hardware, and a compatible trading platform during periods in which Client elects to operate the licensed software, except where interruptions are beyond Client’s reasonable control, and shall ensure the licensed software remains connected and operational for the majority of the applicable six-month period, excluding interruptions beyond Client’s reasonable control.
(c) Refund Request Submission. To submit a request under this Satisfaction Guarantee, Client shall provide:
(i) a written request briefly describing their experience with the licensed software;
(ii) the account identifier(s) used with the software; and
(iii) an export of the execution logs from each such account reflecting trade activity during the applicable period. Provider may request additional information reasonably related to verifying compliance with this Section.
(d) Burden of Demonstrating Compliance. Client bears the burden of demonstrating compliance with all eligibility requirements set forth in Section 4.2(b), including maintenance of the Provider-Installed Configuration, through execution logs, configuration records, account statements, and other verifiable documentation. A refund request shall be approved only where the records provided demonstrate that Client satisfied the eligibility requirements.(e) Review and Written Determination. Provider shall review each request in accordance with the eligibility requirements set forth in this Section. If Provider denies a refund request, Provider shall provide a written explanation identifying the specific eligibility requirement(s) Client failed to satisfy and the records supporting that determination. (f) Payment of Approved Refunds. If Provider approves the refund request, Provider will notify Client in writing and process the approved refund within thirty (30) days. Any refund shall be reduced by: (i) any applicable payment processing fees, banking fees, wire fees, or other third-party transaction costs incurred by Provider; and (ii) any net profits actually realized and retained by Client through withdrawals or closed trading activity generated by accounts utilizing the licensed software. (g) Scope and Limitations. The Six-Month Satisfaction Guarantee applies solely to the initial six (6) months following the Activation Date and does not renew, reset, or extend for any reason, including continued use, pauses, reinstatement, reactivation, upgrades, additional accounts, or subsequent agreements. The Satisfaction Guarantee applies only to the original Activation License Fee and may be exercised no more than once. “Net profits” means the total realized gains, payouts, withdrawals, or trading profits attributable to accounts utilizing the licensed software, less realized trading losses during the same period, as determined from account statements, broker records, proprietary trading firm records, and execution logs provided by Client. By way of example only, if Client paid a $10,000 Activation License Fee and generated $7,500 in net profits through use of the licensed software, the maximum refund amount would be reduced to $2,500 before applicable processing fees, banking charges, and administrative costs. (h) Exclusive Remedy. Any refund issued pursuant to this Section constitutes Client’s sole and exclusive remedy with respect to the Activation License Fee, and no additional refunds, credits, offsets, or other monetary or equitable relief shall be available.
4.3 Ongoing License Fee
Beginning on the first day of the month following the 180th day after the Activation Date, Client shall pay an ongoing software license fee of [ONGOING FEE AMOUNT] per month (“Ongoing License Fee”) for continued access to and use of the licensed Algorithms. The Ongoing License Fee shall be billed monthly in advance using the payment method on file, unless otherwise agreed in writing. Failure to pay the Ongoing License Fee when due may result in suspension or termination of access in accordance with Section 5 of this Agreement. The Ongoing License Fee is separate from and in addition to the Activation License Fee and is non-refundable once billed, except as required by applicable law.
5. Term and Termination
(a) Term. This Agreement shall commence on the Execution Date and continue unless and until terminated in accordance with this Section.(b) Provider may suspend or terminate this Agreement upon written notice if:(i) Client fails to pay any fees within ten (10) days after written notice of nonpayment;(ii) Client materially breaches confidentiality, intellectual property, or security obligations and fails to cure the breach within fifteen (15) days after written notice where the breach is capable of cure;(iii) Client intentionally misuses the software;(iv) Client knowingly violates applicable law, broker rules, or proprietary trading firm rules in a manner that results in legal liability for Provider or suspension of Provider’s ability to perform this Agreement;(v) Client intentionally provides materially false information;(vi) Client becomes insolvent or enters bankruptcy proceedings;(vii) Client becomes subject to regulatory restrictions that make continued performance unlawful; or(viii) Client’s continued use results in documented fraud, unauthorized system access, malware, or legal restrictions that prevent Provider from continuing performance under this Agreement.(c) Effect of Termination. Upon termination, Client’s license to the algorithms and services shall immediately cease. Client shall promptly uninstall and permanently delete all copies of the algorithms and related materials in Client’s possession or control and, upon request, certify such deletion in writing.(d) Survival. Sections relating to confidentiality, proprietary rights, indemnification, limitations of liability, disclaimers, and any provisions which by their nature are intended to survive, shall survive termination of this Agreement.(e) Client Termination. Client may terminate this Agreement at any time upon written notice. Termination shall end future access to the licensed software but shall not entitle Client to any refund except as expressly provided in Section 4.2.
6. Risk Disclosure
Client acknowledges and agrees that trading in financial markets involves a high degree of risk, including the potential loss of all capital invested. Provider makes no representation, warranty, or guarantee of profitability, funding, evaluation success, or any specific account outcome. Any performance information made available by Provider is for illustrative and educational purposes only and does not represent a guarantee of future results. Client represents that they have consulted, or had the opportunity to consult, independent financial, legal, and tax advisors prior to entering into this Agreement.
7. Confidentiality and Data Security
Provider does not collect, store, or retain Client brokerage credentials, and Client remains solely responsible for maintaining the confidentiality and security of all account access information. Provider may collect and process aggregated or anonymized usage data solely for the purpose of improving the Services, provided that such processing complies with applicable data protection and privacy laws. Each Party agrees to comply with all applicable data privacy, confidentiality, and security obligations imposed by law in connection with performance under this Agreement.
8. Proprietary Rights
All rights, title, and interest in and to the algorithms, software, documentation, and related intellectual property remain exclusively with Provider. Client acquires only a limited, non-transferable, revocable license to use the algorithms in accordance with this Agreement. Any unauthorized use, reproduction, distribution, reverse engineering, modification, or disclosure constitutes a material breach of this Agreement and entitles Provider to seek injunctive relief, damages, remedies under applicable trade secret law, and recovery of Provider’s reasonable attorneys’ fees.
9. Indemnification
Client shall indemnify, defend, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Client’s misuse of the algorithms or services; (ii) Client’s violation of applicable laws, regulations, broker rules, or proprietary trading firm terms; (iii) Client’s misrepresentations or breach of this Agreement; or (iv) any regulatory inquiry, audit, investigation, or proceeding arising from or relating to Client’s use of the services.
10. Limitation of Liability
To the fullest extent permitted by applicable law, Provider’s aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid by Client to Provider in the six (6) months immediately preceding the event giving rise to the claim. In no event shall Provider be liable for any trading losses, account disqualifications, failed proprietary trading firm evaluations, or any indirect, incidental, consequential, special, or punitive damages of any kind, whether arising in contract, tort, strict liability, or otherwise. The foregoing limitations shall not apply to liability resulting from Provider’s gross negligence, fraud, or willful misconduct.
11. Operational and Liability Disclosures
Client expressly acknowledges and agrees that the licensed algorithms may interface with brokerage accounts, proprietary trading firm accounts, or other third-party platforms through application programming interfaces (“APIs”), data feeds, or comparable technological integrations, and that such integrations inherently involve risks of malfunction, interruption, latency, error, or failure. Client further acknowledges that all trading activity carries inherent market risk and that outcomes are dependent upon factors outside the control of Provider. Accordingly, to the maximum extent permitted by applicable law, Provider disclaims, and Client hereby waives, any and all liability for trading losses, failed or delayed executions, account suspensions or terminations, or any other direct, indirect, incidental, special, or consequential damages arising out of or relating to the operation, integration, connectivity, or performance of the algorithms. This includes, without limitation, losses or damages attributable to broker errors, third-party system failures, connectivity disruptions, technological faults, data inaccuracies, or prevailing market conditions. Client agrees not to initiate any chargeback or payment dispute in bad faith or with respect to charges that were expressly authorized and processed in accordance with this Agreement. Client further authorizes Provider to provide this Agreement, including this Section, to any bank, card network, payment processor, or other dispute resolution body in connection with responding to any payment dispute or chargeback as evidence of the Parties’ contractual agreement, subject to applicable law and the applicable rules of the relevant payment network or processor.
12. Force Majeure
Neither Party shall be liable or responsible, nor be deemed to have defaulted under this Agreement, for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, acts of government, labor disputes, civil disturbances, acts of terrorism, war, cyberattacks, telecommunications or Internet outages, or failures of third-party brokers, exchanges, or trading platforms. In the event of such circumstances, the affected Party shall provide notice to the other Party and shall use reasonable efforts to resume performance as promptly as practicable.
13. Compliance and Entire Agreement
Client acknowledges and agrees that in entering into this Agreement, Client has not relied upon any oral statements, promotional materials, marketing representations, or other communications not expressly incorporated herein. No employee, contractor, representative, or affiliate of Provider is authorized to modify, amend, or waive the terms of this Agreement except as expressly set forth in a written instrument executed by both Parties. This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, discussions, negotiations, or representations, whether oral or written. Any amendment or modification must be in a writing duly executed by authorized representatives of both Parties.
14. Non-Disparagement and Truthful Reviews
Client agrees that all statements, reviews, and communications concerning Provider or the Services shall be truthful, accurate, and made in good faith. Client shall not publish or disseminate any statement, whether written, oral, digital, or otherwise, that Client knows is false, materially misleading, or made with reckless disregard for the truth. Nothing in this Section restricts Client from sharing genuine opinions or experiences expressed in good faith, provided such statements are not knowingly false or malicious. In the event Client publishes or disseminates a statement that is knowingly false or materially misleading and that causes demonstrable reputational or commercial harm, Provider may pursue all remedies available at law or in equity, including injunctive relief, removal of the offending content, recovery of damages, and enforcement of all rights under this Agreement.
15. Dispute Resolution
Disputes are resolved by binding arbitration in Miami, FL under AAA rules. Either Party may compel arbitration. Client retains the right to bring individual claims in small claims court. Class action waiver applies. The Parties waive any right to trial by jury. Client agrees to bear its own costs and attorneys’ fees in arbitration, regardless of outcome, except as required by law.16. Governing LawThis Agreement is governed by the laws of Florida. Arbitration awards may be confirmed and enforced in federal or state courts located in Miami-Dade County, Florida.
The Provider develops and licenses software only. The Provider does not act as a broker, dealer, investment advisor, commodity trading advisor (CTA), money manager, or fiduciary. The Client acknowledges that the Provider has no control or discretion over Client funds, accounts, and trades.
1. Acceptance of Terms
By executing this Agreement, Client acknowledges and agrees that they have carefully reviewed and understood all terms herein. Client further acknowledges that this Agreement constitutes solely a license of software and does not constitute, and shall not be construed as, an investment advisory, brokerage, or fiduciary relationship. Client remains solely responsible for obtaining and maintaining all necessary broker or proprietary trading firm account approvals, for all trading activity and outcomes in such accounts, and for full compliance with all broker rules, proprietary trading firm terms, and applicable laws and regulations. Provider is not a fiduciary, does not undertake to provide individualized advice, and shall have no discretionary authority over Client’s trading activity.
2. Client Control of Accounts
Client represents and warrants that they are the sole legal and beneficial owner of all broker or proprietary trading firm accounts through which the licensed software is used. Provider may be granted limited login access strictly for the purposes of initial setup, integration, or technical support. Such access shall not confer upon Provider any custody, discretion, or trading authority over Client’s funds or accounts. Provider does not retain or store Client’s login credentials following completion of setup and shall permanently dispose of any such access information once the integration process is complete. At all times, Client shall retain full and exclusive control and responsibility for account security, trading activity, and all transactions executed therein.
3. Grant of License
Subject to the terms of this Agreement, Provider grants Client a limited, non-exclusive, non-transferable license to use Provider’s proprietary trading software (the “Algorithms”) solely for Client’s own proprietary trading firm accounts or live cash accounts. This license shall remain in effect unless suspended or terminated in accordance with Section 5 of this Agreement.
4. Fees and Payments
4.1 Activation License Fee
Client shall pay a one-time Activation License Fee of [ACTIVATION FEE AMOUNT] for all of Tradey's algorithmic softwares and future softwares (Nasdaq, S&P, Gold, etc.). This fee is consideration solely for access to Provider’s intellectual property and proprietary systems and is fully earned when paid, subject only to the limited refund right described in Section
4.2. Refunds
(a) Provider offers a six (6) month refund eligibility review starting on the Activation Date. During this period, Client may request a refund of the Activation License Fee, subject to the requirements in this Section. To remain eligible for the Satisfaction Guarantee, Client must follow the payment and dispute terms of this Agreement. If Client files or continues a chargeback, payment dispute, payment reversal, or similar claim regarding the Activation License Fee, Client will no longer be eligible for the Satisfaction Guarantee. (b) Eligibility Requirements. To be eligible for a refund under this Satisfaction Guarantee, Client must satisfy all of the following throughout the applicable period:
(i) Configuration Integrity — As part of the onboarding process, Provider will install and configure the licensed software on Client’s designated account(s), including all operational settings, parameters, and risk management values (collectively, the “Provider-Installed Configuration”). Client agrees to maintain the Provider-Installed Configuration without alteration for the duration of the Satisfaction Guarantee period, except as expressly authorized by Provider in writing. Eligibility is conditioned upon maintenance of the Provider-Installed Configuration; modifications or deviations identified through execution logs, configuration data, or comparative account records shall constitute non-fulfillment of this eligibility requirement.
(ii) Connected Account — Client shall keep the software connected to a U.S.-regulated brokerage or proprietary trading firm account(s), except for connection interruptions caused by internet outages, platform outages, brokerage outages, scheduled maintenance, or other events outside Client’s reasonable control.
(iii) Automated Operation — Client shall permit the licensed software to initiate and manage trades during normal trading conditions. Client retains full discretion to execute trades manually at any time. Manual profit-taking, manual trade execution, and temporary pauses of automated execution for safety, risk management, platform-related issues, internet outages, brokerage outages, or operational considerations shall not constitute a breach of this Agreement or a violation of this eligibility requirement.
(iv) Operational Continuity — Client shall maintain internet access, supported hardware, and a compatible trading platform during periods in which Client elects to operate the licensed software, except where interruptions are beyond Client’s reasonable control, and shall ensure the licensed software remains connected and operational for the majority of the applicable six-month period, excluding interruptions beyond Client’s reasonable control.
(c) Refund Request Submission. To submit a request under this Satisfaction Guarantee, Client shall provide:
(i) a written request briefly describing their experience with the licensed software;
(ii) the account identifier(s) used with the software; and
(iii) an export of the execution logs from each such account reflecting trade activity during the applicable period. Provider may request additional information reasonably related to verifying compliance with this Section.
(d) Burden of Demonstrating Compliance. Client bears the burden of demonstrating compliance with all eligibility requirements set forth in Section 4.2(b), including maintenance of the Provider-Installed Configuration, through execution logs, configuration records, account statements, and other verifiable documentation. A refund request shall be approved only where the records provided demonstrate that Client satisfied the eligibility requirements.(e) Review and Written Determination. Provider shall review each request in accordance with the eligibility requirements set forth in this Section. If Provider denies a refund request, Provider shall provide a written explanation identifying the specific eligibility requirement(s) Client failed to satisfy and the records supporting that determination. (f) Payment of Approved Refunds. If Provider approves the refund request, Provider will notify Client in writing and process the approved refund within thirty (30) days. Any refund shall be reduced by: (i) any applicable payment processing fees, banking fees, wire fees, or other third-party transaction costs incurred by Provider; and (ii) any net profits actually realized and retained by Client through withdrawals or closed trading activity generated by accounts utilizing the licensed software. (g) Scope and Limitations. The Six-Month Satisfaction Guarantee applies solely to the initial six (6) months following the Activation Date and does not renew, reset, or extend for any reason, including continued use, pauses, reinstatement, reactivation, upgrades, additional accounts, or subsequent agreements. The Satisfaction Guarantee applies only to the original Activation License Fee and may be exercised no more than once. “Net profits” means the total realized gains, payouts, withdrawals, or trading profits attributable to accounts utilizing the licensed software, less realized trading losses during the same period, as determined from account statements, broker records, proprietary trading firm records, and execution logs provided by Client. By way of example only, if Client paid a $10,000 Activation License Fee and generated $7,500 in net profits through use of the licensed software, the maximum refund amount would be reduced to $2,500 before applicable processing fees, banking charges, and administrative costs. (h) Exclusive Remedy. Any refund issued pursuant to this Section constitutes Client’s sole and exclusive remedy with respect to the Activation License Fee, and no additional refunds, credits, offsets, or other monetary or equitable relief shall be available.
4.3 Ongoing License Fee
Beginning on the first day of the month following the 180th day after the Activation Date, Client shall pay an ongoing software license fee of [ONGOING FEE AMOUNT] per month (“Ongoing License Fee”) for continued access to and use of the licensed Algorithms. The Ongoing License Fee shall be billed monthly in advance using the payment method on file, unless otherwise agreed in writing. Failure to pay the Ongoing License Fee when due may result in suspension or termination of access in accordance with Section 5 of this Agreement. The Ongoing License Fee is separate from and in addition to the Activation License Fee and is non-refundable once billed, except as required by applicable law.
5. Term and Termination
(a) Term. This Agreement shall commence on the Execution Date and continue unless and until terminated in accordance with this Section.(b) Provider may suspend or terminate this Agreement upon written notice if:(i) Client fails to pay any fees within ten (10) days after written notice of nonpayment;(ii) Client materially breaches confidentiality, intellectual property, or security obligations and fails to cure the breach within fifteen (15) days after written notice where the breach is capable of cure;(iii) Client intentionally misuses the software;(iv) Client knowingly violates applicable law, broker rules, or proprietary trading firm rules in a manner that results in legal liability for Provider or suspension of Provider’s ability to perform this Agreement;(v) Client intentionally provides materially false information;(vi) Client becomes insolvent or enters bankruptcy proceedings;(vii) Client becomes subject to regulatory restrictions that make continued performance unlawful; or(viii) Client’s continued use results in documented fraud, unauthorized system access, malware, or legal restrictions that prevent Provider from continuing performance under this Agreement.(c) Effect of Termination. Upon termination, Client’s license to the algorithms and services shall immediately cease. Client shall promptly uninstall and permanently delete all copies of the algorithms and related materials in Client’s possession or control and, upon request, certify such deletion in writing.(d) Survival. Sections relating to confidentiality, proprietary rights, indemnification, limitations of liability, disclaimers, and any provisions which by their nature are intended to survive, shall survive termination of this Agreement.(e) Client Termination. Client may terminate this Agreement at any time upon written notice. Termination shall end future access to the licensed software but shall not entitle Client to any refund except as expressly provided in Section 4.2.
6. Risk Disclosure
Client acknowledges and agrees that trading in financial markets involves a high degree of risk, including the potential loss of all capital invested. Provider makes no representation, warranty, or guarantee of profitability, funding, evaluation success, or any specific account outcome. Any performance information made available by Provider is for illustrative and educational purposes only and does not represent a guarantee of future results. Client represents that they have consulted, or had the opportunity to consult, independent financial, legal, and tax advisors prior to entering into this Agreement.
7. Confidentiality and Data Security
Provider does not collect, store, or retain Client brokerage credentials, and Client remains solely responsible for maintaining the confidentiality and security of all account access information. Provider may collect and process aggregated or anonymized usage data solely for the purpose of improving the Services, provided that such processing complies with applicable data protection and privacy laws. Each Party agrees to comply with all applicable data privacy, confidentiality, and security obligations imposed by law in connection with performance under this Agreement.
8. Proprietary Rights
All rights, title, and interest in and to the algorithms, software, documentation, and related intellectual property remain exclusively with Provider. Client acquires only a limited, non-transferable, revocable license to use the algorithms in accordance with this Agreement. Any unauthorized use, reproduction, distribution, reverse engineering, modification, or disclosure constitutes a material breach of this Agreement and entitles Provider to seek injunctive relief, damages, remedies under applicable trade secret law, and recovery of Provider’s reasonable attorneys’ fees.
9. Indemnification
Client shall indemnify, defend, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Client’s misuse of the algorithms or services; (ii) Client’s violation of applicable laws, regulations, broker rules, or proprietary trading firm terms; (iii) Client’s misrepresentations or breach of this Agreement; or (iv) any regulatory inquiry, audit, investigation, or proceeding arising from or relating to Client’s use of the services.
10. Limitation of Liability
To the fullest extent permitted by applicable law, Provider’s aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid by Client to Provider in the six (6) months immediately preceding the event giving rise to the claim. In no event shall Provider be liable for any trading losses, account disqualifications, failed proprietary trading firm evaluations, or any indirect, incidental, consequential, special, or punitive damages of any kind, whether arising in contract, tort, strict liability, or otherwise. The foregoing limitations shall not apply to liability resulting from Provider’s gross negligence, fraud, or willful misconduct.
11. Operational and Liability Disclosures
Client expressly acknowledges and agrees that the licensed algorithms may interface with brokerage accounts, proprietary trading firm accounts, or other third-party platforms through application programming interfaces (“APIs”), data feeds, or comparable technological integrations, and that such integrations inherently involve risks of malfunction, interruption, latency, error, or failure. Client further acknowledges that all trading activity carries inherent market risk and that outcomes are dependent upon factors outside the control of Provider. Accordingly, to the maximum extent permitted by applicable law, Provider disclaims, and Client hereby waives, any and all liability for trading losses, failed or delayed executions, account suspensions or terminations, or any other direct, indirect, incidental, special, or consequential damages arising out of or relating to the operation, integration, connectivity, or performance of the algorithms. This includes, without limitation, losses or damages attributable to broker errors, third-party system failures, connectivity disruptions, technological faults, data inaccuracies, or prevailing market conditions. Client agrees not to initiate any chargeback or payment dispute in bad faith or with respect to charges that were expressly authorized and processed in accordance with this Agreement. Client further authorizes Provider to provide this Agreement, including this Section, to any bank, card network, payment processor, or other dispute resolution body in connection with responding to any payment dispute or chargeback as evidence of the Parties’ contractual agreement, subject to applicable law and the applicable rules of the relevant payment network or processor.
12. Force Majeure
Neither Party shall be liable or responsible, nor be deemed to have defaulted under this Agreement, for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, acts of government, labor disputes, civil disturbances, acts of terrorism, war, cyberattacks, telecommunications or Internet outages, or failures of third-party brokers, exchanges, or trading platforms. In the event of such circumstances, the affected Party shall provide notice to the other Party and shall use reasonable efforts to resume performance as promptly as practicable.
13. Compliance and Entire Agreement
Client acknowledges and agrees that in entering into this Agreement, Client has not relied upon any oral statements, promotional materials, marketing representations, or other communications not expressly incorporated herein. No employee, contractor, representative, or affiliate of Provider is authorized to modify, amend, or waive the terms of this Agreement except as expressly set forth in a written instrument executed by both Parties. This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, discussions, negotiations, or representations, whether oral or written. Any amendment or modification must be in a writing duly executed by authorized representatives of both Parties.
14. Non-Disparagement and Truthful Reviews
Client agrees that all statements, reviews, and communications concerning Provider or the Services shall be truthful, accurate, and made in good faith. Client shall not publish or disseminate any statement, whether written, oral, digital, or otherwise, that Client knows is false, materially misleading, or made with reckless disregard for the truth. Nothing in this Section restricts Client from sharing genuine opinions or experiences expressed in good faith, provided such statements are not knowingly false or malicious. In the event Client publishes or disseminates a statement that is knowingly false or materially misleading and that causes demonstrable reputational or commercial harm, Provider may pursue all remedies available at law or in equity, including injunctive relief, removal of the offending content, recovery of damages, and enforcement of all rights under this Agreement.
15. Dispute Resolution
Disputes are resolved by binding arbitration in Miami, FL under AAA rules. Either Party may compel arbitration. Client retains the right to bring individual claims in small claims court. Class action waiver applies. The Parties waive any right to trial by jury. Client agrees to bear its own costs and attorneys’ fees in arbitration, regardless of outcome, except as required by law.16. Governing LawThis Agreement is governed by the laws of Florida. Arbitration awards may be confirmed and enforced in federal or state courts located in Miami-Dade County, Florida.