THIS TERMS OF SERVICE AGREEMENT (“Agreement”) is made between TradeOptima.AI LLC (“Company”) and any person (“User” or “you”) who utilizes the TradeOptima.AI Platform (“Platform”).

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE PLATFORM, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE USER SHALL NOT USE THE PLATFORM AND/OR SERVICES. BY ACCESSING, USING OR INSTALLING THE PLATFORM, THE USER AGREES TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT MAY BE AMENDED FROM TIME- TO-TIME AT THE SOLE DISCRETION OF COMPANY. COMPANY SHALL PROVIDE NOTICE TO USER OF AMENDMENTS BY POSTING THE UPDATED TERMS OF SERVICE ON COMPANY’S WEBSITE. USER SHALL HAVE THE OPPORTUNITY TO REFUSE SAID AMENDMENTS SOLELY BY REQUESTING TERMINATION OF ACCESS TO THE PLATFORM.

1. Platform Terms

1. Description. The Platform is proprietary to the Company. The Platform is protected by applicable intellectual property laws and international intellectual property treaties. User’s access to the Platform is that of a limited license and the User has no ownership interest in the Platform or any other Company IP. The Platform is a software application that interfaces through various third-party independent software vendors, including NinjaTrader and brokerage API’s (collectively “Broker API”) for the purpose of analyzing and trading financial markets.
2. Electronic Consent

By using the Platform, you affirmatively consent and agree to receive all communications required under law electronically. These communications may be delivered to you via email or online at the website of the Company. 

1. General Conditions. 

You may not use our products or the Platform for any illegal or unauthorized purpose. Nor may you, in the use of the Platform, violate any laws in your jurisdiction. A breach or violation of any of this Agreement will result in immediate termination of your access to the Platform.

1. 1. Use of Third-Party Software Components. User is aware that the Platform implements various third-party software, platforms, services, equipment and Broker API’s, (collectively “Components”). Company warrants that use of Components is fully licensed for use by Components providers to Company and in-turn to licensed Users of Platform. User shall abide by all Components’ individual terms of service agreements, if applicable. Company and its affiliates are not responsible for, do not approve, recommend or endorse any third-party Components. It is your sole responsibility to evaluate the Components. 
   2. Use of Components. COMPANY MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES AS TO ANY COMPONENTS AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

• Safety and Prohibited Conduct. It is our priority to keep our Platform and software safe and free of viruses, trojan horses, malware or other harmful electronically transmitted cyber safety risks. We cannot guarantee that our Platform will never be compromised by outside attacks. 

The following list describes the types of potentially illegal or harmful conduct that are prohibited while utilizing our Platform and services.

User Will Not…

• Attempt to attack or hack the Platform or use automated means to do so;
• Post, upload, or otherwise transmit any information that is harmful, threatening, unlawful, malicious, intrusive of another’s privacy, or otherwise objectionable;
• Solicit login information or access an account belonging to someone else or obtain other Users’ private information;
• Use the Platform to do anything misleading, unlawful, malicious or discriminatory;
• Upload, post or otherwise transmit any data that potentially infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity;
• Do anything that could disable or impair the proper working of the Platform, such as a denial-of-service attack;
• Attempt to access data or services on Company’s servers in any way that is not clearly intended, as indicated by Company’s web interface, published documents or correspondence. Sending data to or requesting data from Company’s servers by any means other than through a standard web browser, published API or sanctioned application is a violation of the Terms, and may also be illegal;
• Encourage or facilitate any violations of the Terms.

• Registration and Account Security.

• You will not provide any false personal information to Company or create an account for anyone other than yourself without their expressed written permission.
• You are responsible for keeping all contact information accurate and up-to-date.
• You are responsible for your password; do not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
• Accounts cannot be transferred from one individual to another.

• Security of User’s System. User shall be solely responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or stores via the Platform or on any computer or related equipment that is used to access the Platform. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person, entity, partnership, organization, association or otherwise.

• Payments. If you make a payment via our payment processing, you agree to our Payment Terms. The Platform is billed as a subscription. The User shall select which subscription model they wish to utilize. 

When you purchase a subscription, auto-renew is automatically enabled. At the end of a subscription period, you will automatically be signed up and billed for an additional subscription term equal to the term you originally selected. If you do not wish your subscription to auto-renew, you may contact us prior to the end of your current subscription term. Due to the digital nature and timeliness of our product, subscriptions are non-returnable. No refunds will be paid on any remaining subscription period.

1. 1. Payment Processing. We use third party payment card processing companies to process payments in connection with the Platform. These third parties have committed to us to process your payment card information in a secure, PCI compliant manner. Your payment card information is processed and retained by these third parties and will not be passed on to Company, in addition we do not store your payment card information.
   2. Your Liability. You are held solely responsible for your use of the Platform, and the implementation of any strategies it provides. The Company takes no responsibility for any damages, injuries or other consequences that occur from you using the Platform. 

• Risk Disclosure. Futures and forex trading contains substantial risk and is not for every investor. An investor could potentially lose all or more than the initial investment. Risk capital is money that can be lost without jeopardizing one’s financial security or life style. Only risk capital should be used for trading and only those with sufficient risk capital should consider trading. Past performance is not necessarily indicative of future results.

• Hypothetical Performance Disclosure. The use of the Platform and any derivative strategies should be treated as hypothetical performance results. These hypotheticals have many inherent limitations, some of which are described below. No representation is being made that the implementation of any strategy will or is likely to achieve profits or losses. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any particular trading program. One of the limitations of hypothetical performance results is that they are generally prepared with the benefit of hindsight. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance results and all which can adversely affect trading results.

A testimonial appearing on this website may not be representative of other clients or customers and is not a guarantee of future performance or success. By using our Platform and services, you acknowledge and accept that we are not responsible for any losses, damages, or other consequences arising from your use of the Platform.

1. Accessibility and Function. User agrees that from time to time, the Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment (hardware) malfunctions, (ii) software malfunctions, (iii) periodic maintenance procedures or repairs which Company may undertake from time to time, or (iv) causes beyond the reasonable control of Company or which causes are not reasonably foreseeable by Company. Company is not responsible, directly or indirectly, for the performance and/or reliability of Components, system, equipment or otherwise, or User’s Internet Service Provider (“ISP”).
2. Equipment. User shall be solely responsible for providing, maintaining and ensuring compatibility with the Platform, all hardware, software, electrical and other physical requirements for User’s use of the Platform including, without limitation, telecommunications and Internet connection(s), ISP, web browsers and/or other equipment, programs and services required to access and use the Platform.
3. Grant of License. Company grants User, pursuant to the terms and conditions of this Agreement, an exclusive and nontransferable license to use the Platform on two computers at any one time. 
4. License to Company. The User grants to the Company, a perpetual, irrevocable license to use any User provided data on the Platform for the Company’s benefit. The User acknowledges that the data derived from their use of the Platform, may be used to advance the Platform and inure to the benefit of the Company. No consideration shall be paid to the User for any data provided by them to the Company, either directly or indirectly.
5. User Representations. User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement, (b) all information provided by User to Company is truthful, accurate and complete, (c) User is the authorized signatory of the credit or charge card provided to Company to pay the fees, (d) User shall comply with all terms and conditions of this Agreement , (e) User, and not the Company, is solely responsible for the security and use of User’s password, (f) User has provided and shall provide accurate and complete registration information including, without limitation, User’s legal name, address and telephone number, (g) User acknowledges that all right, title, and interest to the Platform belongs to Company. Company reserves all rights not expressly granted to User in this Agreement and that the User may not sublicense, transfer, or assign the Platform, directly or indirectly, to any person, entity, partnership, organization, association or otherwise, for any reason.
6. Termination. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. User may terminate this Agreement for any reason upon thirty (30) days prior written notice to Company. Company reserves the right, in its sole discretion and without prior notice to User, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Platform, (b) suspend User’s access to or use of all or any portion of the Platform, and (c) terminate this Agreement.
7. Disclaimer of Warranties. 

THE PLATFORM IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE PLATFORM IS AT USER’S SOLE RISK. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE PLATFORM. USER REALIZES THAT THERE IS RISK IN TRADING STOCKS AND THAT ASSETS MAY BE LOST AND ARE NOT INSURED. COMPANY IS ABSOLUTELY NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR USERS’ STOCK ORDER, PURCHASE AND SALE ACTIONS. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE PLATFORM. COMPANY MAKES ABSOLUTELY NO WARRANTIES WITH REFERENCE TO THIRD PARTY VENDOR/BROKER SOFTWARE AND/OR SERVICES. COMPANY MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO TECHNICAL SUPPORT SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND RELATED TO TECHNICAL SUPPORT SERVICE. 

1. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY, DIRECTLY OR INDIRECTLY, BE LIABLE TO USER OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM OR THE INTERNET IN GENERAL, INCLUDING, WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THE PLATFORM, ANY CHANGES TO OR INACCESSIBILITY OF THE PLATFORM, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE PLATFORM, ANY DATA LOSS, OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE PLATFORM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. 

IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COMPANY HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. 

IF USER IS DISSATISFIED WITH THE PLATFORM, USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE PLATFORM AND TERMINATE THIS AGREEMENT. COMPANY IS NOT LIABLE FOR ANY ITEMS VIEWED OR TRANSMITTED VIA THE PLATFORM. COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTS TAKING PLACE WHICH ARE NOT VIEWED OR TRANSMITTED VIA THE PLATFORM. COMPANY IS NOT OBLIGATED, DIRECTLY OR INDIRECTLY, TO TAKE ANY STEPS TO PREVENT OR CORRECT ANY ILLEGAL, ABUSIVE OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY USER, NOR IS COMPANY OBLIGATED, DIRECTLY OR INDIRECTLY, TO ARCHIVE OR OTHERWISE MAINTAIN OTHER REPRODUCTION OF THE CONTENT THAT APPEARS OR IS TRANSMITTED ON THE PLATFORM FOR FUTURE REFERENCE. 

COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTION OR INACTION WITH RESPECT TO ANY CONTENT ON THE PLATFORM. COMPANY IS NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR COMPLIANCE OR LACK THEREOF BY ANY BROKER(S) WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS INCLUDING, BUT NOT LIMITED TO, THOSE LAWS REGARDING OR PERTAINING TO THE TRADING OF SECURITIES. COMPANY MAKES SIGNIFICANT EFFORTS MEETING OR EXCEEDING INDUSTRY STANDARDS TO INSURE THE SECURITY AND/OR FUNCTIONALITY OF PLATFORM RELATED INTERNET TRANSMISSIONS BUT, DUE TO THE INHERENT NATURE OF THE INTERNET, CANNOT GUARANTEE OR WARRANT FUNCTIONALITY AND/OR SECURITY OF INTERNET TRANSMISSIONS.

1. Indemnification. User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, entity, partnership, organization, association or otherwise, arising out of or relating to: (a) this Agreement, (b) User’s use of the Platform, including any data or work transmitted or received by User, and (c) any unacceptable use of the Platform, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited or unacceptable.
2. User Privacy. When reasonably practicable, Company shall attempt to respect and maintain User’s privacy. Company shall not monitor, edit, or disclose any personal information about User or User’s account, including its contents or User’s use of the Platform, without User’s prior written consent unless Company has a good faith belief that such action is necessary to: (i) comply with any legal process or other legal requirements of any governmental authority, (ii) protect and defend the rights, interests, or property of Company, (iii) enforce this Agreement, (iv) protect the interests of users of the Platform other than User or any other person, entity, partnership, organization, association or otherwise, or (v) operate or conduct maintenance and repair of Company’s services or equipment, including the Platform as authorized by law. User has no expectation of privacy with respect to the Internet in general. User’s IP address and Platform generated GUID may be transmitted and recorded with each User session.
3. Security of Personal Information. Information security is of the utmost importance to Company, however, no transmission of data over the Internet is guaranteed to be completely secure. Company shall not guarantee or warrant the security of any personal information transmitted to or from it. Any such transmission is made solely at User’s risk.
4. Links. Company’s Platform website may contain links to other Internet websites. These websites are not under the control of Company and Company does not control linked websites’ privacy and/or user agreements. Company does not grant any warranties (express or implied) nor does Company have any liability for information transferred and conferred to or from linked websites.
5. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
6. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be enforced to the maximum extent possible and the other provisions shall remain fully effective and enforceable.
7. Governing Law. This Agreement was made in and shall be governed by the laws of the State of Kansas without reference to any conflicts of laws.
8. Dispute Resolution. Any and all disputes relating to or arising out of this Agreement including, but not limited to, the arbitrability and the validity of this Agreement shall be resolved by binding arbitration in the Kansas City metro.
9. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by causes beyond the reasonable control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.
10. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Platform and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Platform.
11. No NinjaTrader Affiliation. NinjaTrader is a registered trademark of NinjaTrader Group, LLC. No NinjaTrader company has any affiliation with the owner, developer, or provider of the Platform or services described herein, or any interest, ownership or otherwise, in any such product or service, or endorses, recommends or approves any such product or service.

USER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS & CONDITIONS OF THIS AGREEMENT AS INCORPORATED HEREIN.