END-USER LICENSE AGREEMENT & TERMS OF SERVICE (ToS)

3.1 High-Risk Acknowledgment: Trading in CME Futures, Equities, Gold, and Crude Oil involves a substantial risk of loss. You may sustain a total loss of your initial investment or more. Only "Risk Capital" should be used for trading.

3.2 No Performance Guarantees: Past performance—whether actual or indicated by historical tests—is not indicative of future results. TQ makes no warranties regarding the accuracy or profitability of its mathematical models.

3.3 Independent Judgment: TQ tools are assist-only visualization suites. Users are solely responsible for their independent market research and decisions. TQ shall not be held liable for any direct, indirect, or consequential trading losses.

7.1 All Sales Final: Given the digital nature of TQ products, all sales are strictly final. Product delivery is deemed accepted the moment the User is granted portal access, or software authentication occurs. The User permanently waives any right to a "cooling-off" period.

7.2 Prohibition of Chargebacks: The User explicitly agrees not to initiate any chargeback or payment reversal. Initiating a dispute for a delivered digital product constitutes "friendly fraud."

7.3 Evidentiary Submission: In the event of a dispute, TQ is authorized to provide this Agreement, KYC data, IP connection logs, NinjaTrader Machine ID, and timestamped server authentication logs directly to the merchant service provider, bank, or credit card issuer. These records shall serve as irrefutable evidence of authorized delivery that the User authorized the transaction, accepted these Terms, and successfully received the digital goods and services.

7.4 Administrative Fee: Fraudulent chargebacks shall result in a $250 USD administrative dispute fee, plus all applicable legal and collection costs.

8.1 General Excuse of Performance: TradingQuantz (“TQ”) shall be fully and unconditionally excused from any delay, interruption, or complete failure in the performance of its obligations hereunder—including the availability of the SaaS Software, the Customer Portal/myTQ, and the Live Analysis Room—where such failure arises from causes beyond its direct and reasonable control.

8.2 Enumerated Force Majeure Events: This explicit and absolute limitation of liability includes, without limitation: acts of God, fire, flood, or natural disaster; civil unrest, terrorism, or war; national or provincial emergencies; and any governmental or regulatory actions that impede TQ operations.

8.3 Technical and Third-Party Infrastructure Failures: The User expressly acknowledges that TQ operates within a complex technological ecosystem. TQ shall have no liability for interruptions caused by:

• Internet and Connectivity: Service provider (ISP) outages, backbone failures, or localized internet disruptions affecting the User’s or TQ’s ability to transmit telemetry or data.
• Cyber-Security Events: Targeted or generalized cyber-attacks, including but not limited to Distributed Denial of Service (DDoS) attacks, unauthorized system intrusions, or malware deployments that compromise the operational integrity of TQ servers.
• Cloud & Hosting Infrastructure: Catastrophic failures, data loss, server downtime, or service deprecations by third-party cloud infrastructure providers (e.g., Amazon Web Services (AWS), Google Cloud, or Microsoft Azure).
• Payment Processing Gateways: Disruptions, freezes, or technical failures within third-party payment processing ecosystems (e.g., Moneris, Stripe, or associated banking networks) that prevent subscription activation or renewal.

8.4 Platform & Market Data Dependencies: TQ is a third-party developer and is not responsible for the underlying platforms or data required to utilize its tools. TQ is strictly excused from liability regarding:

• NinjaTrader® 8 Alterations: Any unscheduled updates, API deprecations, architectural changes, or alterations to the NinjaTrader 8 platform that result in Software incompatibility, bugs, or system crashes.
• Market Data Interruption: Latency, inaccuracies, or complete outages of CME Group Level II market data feeds or third-party data providers.

8.5 Absolute Waiver of Damages: Under no such circumstances described in this Section 8 shall TQ be held liable for any financial or non-financial damages, including but not limited to: actual or perceived trading losses; missed market opportunities; lost profits; capital depletion; or subscription interruptions. The User acknowledges that in the event of a Force Majeure or Third-Party failure, their sole remedy is to wait for the restoration of services once the external cause is resolved.

10.1 Governing Law and Exclusive Jurisdiction: This Agreement, and all matters arising out of or relating to the use of TQ products, proprietary software, Customer Portals, or Live Analysis Rooms, shall be governed by, and construed strictly in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. This choice of law applies without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

10.2 Consent to Forum: The User hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario, for the adjudication of any dispute, controversy, or claim arising hereunder. The User waives any objection to the laying of venue of any such litigation in the courts of Toronto and agrees not to plead or claim in any Ontario court that such litigation brought therein has been brought in an inconvenient forum.

10.3 Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE USER IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST TradingQuantz, ITS DIRECTORS, OR ITS PARTNERS.

10.4 Individual Capacity Only: All claims, disputes, or controversies must be brought exclusively in the User’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless otherwise agreed to in writing by TQ, no arbitrator or presiding judge may consolidate more than one individual’s claims, nor may they otherwise preside over any form of a representative or class proceeding.

10.5 Jury Trial Waiver: The User acknowledges and agrees that they are waiving the right to a trial by jury for any dispute arising out of this Agreement, preferring instead that all such matters be adjudicated by a judge of competent jurisdiction within the Province of Ontario.