QuantGenie Inc.
Effective Date: August 1, 2026
Version 2.1
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.
SECTION 21 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER. UNLESS YOU OPT OUT WITHIN THIRTY (30) DAYS AS DESCRIBED IN SECTION 21.8, YOU AND QUANTGENIE AGREE TO RESOLVE DISPUTES ONLY THROUGH INDIVIDUAL ARBITRATION AND YOU GIVE UP THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
SECTION 19 LIMITS QUANTGENIE’S LIABILITY TO YOU.
TRADING IN SECURITIES AND FUTURES INVOLVES SUBSTANTIAL RISK OF LOSS, INCLUDING THE LOSS OF YOUR ENTIRE INVESTMENT AND, IN THE CASE OF LEVERAGED INSTRUMENTS, LOSSES EXCEEDING YOUR DEPOSITED FUNDS. AUTOMATED AND ALGORITHMIC TRADING INVOLVES ADDITIONAL AND DISTINCT RISKS. BACKTESTED AND SIMULATED RESULTS ARE HYPOTHETICAL, ARE NOT ACTUAL TRADING RESULTS, AND ARE NOT INDICATIVE OF FUTURE RESULTS. SEE SECTION 7 AND THE RISK DISCLOSURE STATEMENT ATTACHED AS APPENDIX A.
1. ACCEPTANCE OF THESE TERMS
1.1 Agreement. These Terms of Service (these “Terms”) form a legally binding contract between you (“you,” “your,” or “User”) and QuantGenie Inc., a Delaware corporation, together with its affiliates, subsidiaries, successors, and assigns (“QuantGenie,” “we,” “our,” or “us”). These Terms, together with the Fee Schedule, the Risk Disclosure Statement attached as Appendix A, and any other policy, addendum, or supplemental term expressly incorporated by reference, constitute the entire “Agreement” between you and QuantGenie.
1.2 How you accept. You accept this Agreement by clicking “I agree,” checking an acceptance box, creating an account, or accessing or using the Platform or Services, whichever occurs first. If you do not agree to every provision of this Agreement, you must not access or use the Platform or Services.
1.3 Authority. If you accept this Agreement on behalf of a company, trust, partnership, or other legal entity, you represent and warrant that you are duly authorized to bind that entity, and “you” and “your” refer to both you individually and that entity, jointly and severally.
1.4 Electronic communications and records. You consent to transact with QuantGenie electronically and to receive all communications, agreements, disclosures, notices, and records from us in electronic form, including by email to the address associated with your account and by posting to the Platform. You agree that your electronic assent constitutes your signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and comparable state law, and has the same legal effect as a handwritten signature. You may withdraw this consent only by terminating your account, because the Services cannot be provided in non-electronic form. QuantGenie maintains records of your acceptance of this Agreement, including timestamp, account identifier, version accepted, and IP address, and you agree that such records are admissible and constitute conclusive evidence of your acceptance absent manifest error.
1.5 Changes to these Terms. We may modify this Agreement from time to time. For changes that materially and adversely affect your rights, we will provide at least thirty (30) days’ advance notice by email to your account address and by conspicuous posting on the Platform, and the change will take effect on the stated effective date. For all other changes, including clarifications, corrections, changes required by law, and changes relating to new features, the change takes effect upon posting. Your continued access to or use of the Platform or Services on or after the effective date constitutes acceptance of the modified Agreement. If you do not accept a modification, your sole and exclusive remedy is to stop using the Services and terminate your account before the effective date. If you terminate your account under this Section 1.5 because of a modification that materially and adversely affects your rights, QuantGenie will refund to you, on a pro-rata basis, any prepaid fees attributable to the unused remainder of your then-current subscription period, calculated from the effective date of termination. This is the sole exception to Section 6.9 (Refunds). Changes to Section 21 (Dispute Resolution) will not apply retroactively to any Dispute of which QuantGenie had actual notice before the effective date of the change.
1.6 Privacy Policy. QuantGenie’s collection, use, storage, and disclosure of personal information is described in the QuantGenie Privacy Policy, a separate document published on the QuantGenie website. The Privacy Policy is a disclosure document describing QuantGenie’s data practices. It is not incorporated into and does not form part of this Agreement, and no statement in it creates a contractual obligation, warranty, or term of this Agreement. References to the Privacy Policy in these Terms are for informational cross-reference only. The Privacy Policy may be amended independently of these Terms in accordance with its own terms.
1.7 Order of precedence. In the event of conflict, the following order controls: (a) any separately executed written agreement signed by an authorized officer of QuantGenie; (b) any Addendum applicable to a specific Service; (c) these Terms; (d) the Fee Schedule; (e) all other policies incorporated by reference.
2. DEFINITIONS
“Backtest” means any simulation of a Strategy against historical, reconstructed, synthetic, randomized, or resampled market data, including any out-of-sample, walk-forward, Monte Carlo, permutation, or stress-test run.
“Connected Broker” means any third-party broker-dealer, futures commission merchant, or other execution venue to which you elect to connect your account.
“Fee Schedule” means the plan, pricing, allowance, and fee information QuantGenie publishes on its website and displays within the Platform, including at checkout, as updated from time to time. There is no separate Fee Schedule document; the pricing information published and displayed by QuantGenie constitutes the Fee Schedule for all purposes under this Agreement.
“Indemnified Parties” has the meaning given in Section 19.1.
“Live Deployment” means any configuration in which a Strategy is enabled to transmit order instructions to a Connected Broker.
“Output” means any content generated by the Platform in response to your inputs, including QSDL representations, generated Strategy logic, natural-language explanations, Backtest results, Performance Scores, robustness statistics, and optimization results.
“Performance Score” means any composite, score, grade, rating, ranking, or summary statistic the Platform assigns to a Strategy or Backtest, including any deflated Sharpe ratio, probability of backtest overfitting, or comparable metric.
“Platform” means the QuantGenie websites, applications, application programming interfaces, and all related software and infrastructure.
“QSDL” means the QuantGenie Strategy Definition Language and any associated intermediate representation, compiler, parser, schema, or specification.
“Services” means all services QuantGenie makes available through the Platform.
“Strategy” means any trading strategy, rule set, signal, screen, indicator, parameter set, or logic expressed on or through the Platform, in natural language, in QSDL, or in any other form.
“User Content” means all content you submit, upload, transmit, generate, or publish through the Platform, including natural-language prompts, Strategies, uploaded source code, documents, images, screenshots, annotations, and communications.
3. NATURE OF THE SERVICES; NO ADVISORY RELATIONSHIP
3.1 What QuantGenie is. QuantGenie provides general-purpose research and automation software. The Platform allows you to describe a Strategy in natural language or supply it in other formats, to have that description translated into a structured QSDL representation, to review and confirm that representation, to Backtest it against historical data, to evaluate statistical robustness, to optimize parameters, and, at your sole election, to enable a Live Deployment that transmits order instructions to a Connected Broker you have separately established and control.
3.2 What QuantGenie is not. QuantGenie is not, and does not hold itself out as, any of the following: a broker-dealer; an investment adviser registered or required to be registered under the Investment Advisers Act of 1940 or any state law; a futures commission merchant; an introducing broker; a commodity trading advisor; a commodity pool operator; a bank; a money services business or money transmitter; a fiduciary; an exchange, alternative trading system, or securities information processor; a rating agency, statistical rating organization, or research provider; or a custodian. QuantGenie does not hold, custody, receive, transmit, or control your funds, securities, or other assets at any time.
3.3 No advice. QuantGenie does not provide investment, financial, legal, accounting, tax, or regulatory advice, and nothing made available on or through the Platform is or should be construed as: (a) a recommendation, endorsement, or opinion regarding the merits of any security, futures contract, digital asset, instrument, issuer, or Strategy; (b) a solicitation or offer to buy, sell, or hold any instrument; (c) an opinion as to the suitability or appropriateness of any Strategy or instrument for you or for any person; or (d) an assurance that any Strategy is sound, profitable, prudent, or fit for any purpose. All Output is general in nature, is generated automatically without human review, is not tailored to your financial situation, objectives, risk tolerance, tax position, time horizon, liquidity needs, or any other individual circumstance, and is not personalized to you.
3.4 No fiduciary or special relationship. You and QuantGenie are independent contracting parties. Nothing in this Agreement or in your use of the Services creates any fiduciary, advisory, agency, partnership, joint venture, trust, employment, or special relationship of trust or confidence between you and QuantGenie, and QuantGenie owes you no duty of loyalty, care, best execution, suitability, disclosure, or monitoring beyond the express obligations stated in this Agreement.
3.5 You are the decision-maker. You alone originate, review, confirm, configure, parameterize, enable, disable, monitor, and terminate every Strategy. QuantGenie exercises no discretion over your Strategies or over any order placement, timing, sizing, routing, or venue selection. QuantGenie does not select instruments for you, does not determine your allocations, does not determine your position sizing, and does not determine when you trade. The Platform executes only the instructions you have configured and confirmed.
3.6 Mandatory confirmation step. The Platform is designed so that generated Output is presented to you for review and affirmative confirmation before it can be Backtested or deployed. You agree that this confirmation is a material term of this Agreement, that you will actually review each specification presented to you rather than confirming reflexively, and that by confirming you represent that you have reviewed the specification and that it reflects your intent. QuantGenie is entitled to rely conclusively on your confirmation.
3.7 Confirmation is a standing authorization. Your confirmation of a Strategy specification constitutes your standing instruction and authorization for every order instruction that Strategy subsequently generates, in any quantity and at any time, without further confirmation, review, notice, or approval, until you disable the Strategy. You acknowledge that a Strategy may generate an unlimited number of orders over an indefinite period from a single confirmation, that you will not receive and are not entitled to order-by-order review or approval, and that each such order is your own investment decision made at the time you confirmed the specification. Any preview, summary, or notification the Platform may provide is a convenience and does not create any right of review or any obligation on QuantGenie to obtain further authorization.
3.8 No regulatory status conferred on you. Nothing in the Services relieves you of any registration, licensing, disclosure, recordkeeping, reporting, or compliance obligation you may have under federal, state, or self-regulatory rules. If you manage assets for others, publish Strategies for compensation, advise others, or trade on behalf of any person other than yourself, you are solely responsible for determining whether you must register as an investment adviser, commodity trading advisor, commodity pool operator, broker-dealer, or in any other capacity, and for complying with all resulting obligations. QuantGenie makes no determination and gives no opinion on your regulatory status.
4. ELIGIBILITY; YOUR REPRESENTATIONS AND WARRANTIES
4.1 Eligibility. The Services are offered only to natural persons who are at least eighteen (18) years of age (or the age of majority in their jurisdiction, if higher) and are citizens or lawful residents of the United States, and to entities duly organized under the laws of a U.S. jurisdiction. QuantGenie does not target, solicit, or intend to make the Services available outside the United States. If you access the Services from outside the United States, you do so on your own initiative and are solely responsible for compliance with local law, and QuantGenie makes no representation that the Services are appropriate or available for use in your location.
4.2 Sanctions and prohibited persons. You represent and warrant that you are not, and are not owned or controlled by or acting on behalf of, any person that is: (a) listed on any sanctions or restricted-party list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State; (b) located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction; or (c) otherwise prohibited from receiving the Services under U.S. export control, sanctions, or anti-money-laundering laws. You will not export, re-export, or make the Services available in violation of applicable export control laws.
4.3 Your representations. Each time you access the Services, and continuously throughout your use, you represent and warrant to QuantGenie that:
all information you provide is accurate, current, and complete;
you have read, understood, and accepted this Agreement, including the Risk Disclosure Statement at Appendix A, and the disclosures presented within the Platform;
you possess sufficient knowledge, sophistication, and experience in financial markets, quantitative methods, statistics, and automated trading to independently evaluate the merits and risks of any Strategy you create, Backtest, or deploy, and you are not relying on QuantGenie to supply that evaluation;
you understand that Backtested, simulated, optimized, and hypothetical results are not actual results and do not predict future results;
you are financially able to bear the total loss of all capital you commit to any Strategy, and you will commit only risk capital that you can afford to lose entirely without material impairment to your financial condition or lifestyle;
you are acting for your own account and not as an agent, adviser, or fiduciary for any other person, unless you have separately notified QuantGenie in writing and satisfied all applicable registration requirements;
you will independently verify all Output, including any Strategy logic, calculation, statistic, or data point, before relying on it for any purpose;
you will independently and continuously monitor your Connected Broker account, your open positions, your orders, and your risk exposure, and will not rely on the Platform to do so;
you will establish and maintain independent risk controls at your Connected Broker, including position limits, buying-power limits, and any other protective settings your broker makes available; and
your use of the Services complies with all laws, rules, and regulations applicable to you and with the terms of your Connected Broker agreements.
4.4 No reliance. You acknowledge that you have not relied, and will not rely, on any statement, representation, warranty, guarantee, projection, forecast, illustration, promotional material, testimonial, case study, sample Strategy, community post, or communication of any kind — whether by QuantGenie, its personnel, its marketing, another User, or any third party — other than the express representations set forth in this Agreement. Any such statement outside this Agreement is superseded and of no effect.
5. ACCOUNTS AND SECURITY
5.1 Registration. You must register an account and provide accurate, current, and complete information. You must promptly update your information to keep it accurate. You may maintain only one account unless QuantGenie authorizes otherwise in writing.
5.2 Your responsibility for your account. You are solely responsible for safeguarding your credentials, for enabling and maintaining available security features including multi-factor authentication, and for all activity occurring under your account, whether or not authorized by you. QuantGenie is entitled to treat any instruction received through your account as authorized by you. You will notify us immediately at legal@quantgenie.ai upon becoming aware of any unauthorized access or suspected compromise.
5.3 No sharing. You may not sell, rent, lend, share, or transfer your account or credentials, or permit any other person to access the Services through your account. Automated access, scraping, or use of the Services other than through the interfaces we provide is prohibited except under a separate written API agreement.
5.4 Our discretion. QuantGenie may refuse registration, and may suspend, restrict, or terminate any account, at any time and in its sole discretion, in accordance with Section 16.
6. SUBSCRIPTIONS, FEES, TOKENS, AND BILLING
6.1 Fees. Access to certain features requires a paid subscription. Current plans, prices, included allowances, add-on pricing, and any transaction fees are published on the QuantGenie website and displayed within the Platform, and are incorporated into this Agreement by reference as the Fee Schedule. The fees applicable to you are those disclosed to you at the point of purchase and, for each renewal, those in effect as of that renewal date, subject to the notice requirements of Section 6.5. Where the price displayed to you at checkout differs from any other published price, the price displayed at checkout controls for that transaction. QuantGenie may change published pricing at any time, and such changes apply to your existing subscription only as provided in Section 6.5. Features, allowances, and limits associated with each plan may change as described in Section 16.4.
6.2 Authorization to charge. You authorize QuantGenie and its payment processors to charge your designated payment method for all fees, applicable taxes, and any add-on or overage charges you incur. You represent that you are authorized to use the payment method you provide.
6.3 Automatic renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. Unless you cancel before the end of the then-current billing period, your subscription will automatically renew for a successive period of the same length, and your payment method will be charged the then-current rate for that plan. We will provide any advance renewal notice and cancellation instructions required by applicable law. You may cancel at any time through the account settings page of the Platform, which provides a cancellation mechanism available in the same manner in which you subscribed. Cancellation takes effect at the end of the current billing period; you retain access through that date.
6.4 Trials and promotional pricing. If you enroll in a trial or promotional offer, the trial converts automatically to a paid subscription at the standard rate at the end of the trial period unless you cancel before the trial ends. The terms, duration, and post-trial price of the offer will be disclosed to you before you enroll. Trials are limited to one per person and per payment method.
6.5 Price changes. QuantGenie may change fees. Price increases applicable to your existing subscription take effect no earlier than thirty (30) days after notice to you by email and take effect at your next renewal. Your continued use after the effective date constitutes acceptance; if you do not accept, you may cancel before the effective date.
6.6 Tokens, credits, and consumable allowances. Certain features consume tokens, credits, or metered allowances (including generation and Backtest allowances). Tokens and credits: (a) are a limited license to consume Platform compute, not property, currency, or a stored-value instrument; (b) have no cash value and are not redeemable for cash; (c) are non-transferable and may not be sold, gifted, or exchanged; (d) are non-refundable except as required by law; (e) expire as stated in the Fee Schedule and in any event upon termination of your account; and (f) may be consumed by any operation you initiate, including operations that fail, error out, return no result, or are cancelled by you after commencement. QuantGenie may adjust token consumption rates prospectively.
6.7 Concurrent Live Deployment slots. Live Deployment slots consume continuously provisioned computing resources and are billed on a recurring basis for as long as they are allocated, whether or not a Strategy is actively trading in a given slot. Deallocating a slot takes effect at the end of the billing period.
6.8 Taxes. Fees are exclusive of all sales, use, value-added, gross receipts, excise, and similar taxes, which are your responsibility, other than taxes on QuantGenie’s net income. If we are required to collect such taxes, they will be added to your invoice.
6.9 Refunds. Except as expressly provided in Section 1.5, as expressly stated in the Fee Schedule, or as required by applicable law, all fees are non-refundable, and there are no refunds or credits for partial periods, unused allowances, unused Live Deployment slots, downgrades, or periods during which you did not use the Services. Termination or suspension of your account under Section 16 for breach does not entitle you to any refund.
6.10 Failed payment. If a charge fails, we may retry, and we may suspend or downgrade your access, including terminating active Live Deployments, until payment is resolved. Termination of a Live Deployment for non-payment may leave open positions in your Connected Broker account that will not be managed by any Strategy. You remain solely responsible for those positions. You should not rely on the continuity of any Live Deployment.
6.11 Chargebacks. If you initiate a chargeback or payment dispute with respect to a charge that is valid under this Agreement, QuantGenie may suspend or terminate your account and recover the disputed amount together with any associated fees and costs. You agree to contact us at legal@quantgenie.ai and attempt resolution before initiating any chargeback.
7. BACKTESTING, SIMULATION, AND HYPOTHETICAL PERFORMANCE
7.1 Regulatory disclaimer. The following disclosure is required by CFTC Rule 4.41(b) (17 C.F.R. § 4.41(b)) and applies to all Backtests, simulations, and hypothetical results made available through the Platform:
HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED 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 PROFIT OR LOSSES SIMILAR TO THOSE SHOWN.
7.2 No representation of any kind regarding results. QuantGenie makes no representation, warranty, guarantee, promise, projection, or forecast — express or implied — that any Strategy will be profitable, will avoid losses, will perform in any manner consistent with any Backtest, will replicate any historical result, will achieve any particular return, volatility, drawdown, win rate, or risk characteristic, or is suitable for any person or purpose. No Backtest result is a prediction. No Backtest result is a promise. No Backtest result is a representation about what will happen.
7.3 Inherent limitations of Backtesting. You acknowledge that you understand, and accept the consequences of, each of the following limitations, any one of which may cause actual results to differ materially and adversely from Backtested results:
Hindsight. A Strategy is necessarily constructed with knowledge of the historical period against which it is tested.
Overfitting and multiple testing. Repeatedly modifying, re-running, or selecting among Strategies against the same historical data increases the probability that apparent performance reflects noise rather than a persistent effect. The more Backtests you run, the less meaningful the best result becomes.
Look-ahead bias. A Strategy may inadvertently reference data that would not have been available at the simulated decision time, including restated fundamentals, revised economic data, delayed filings, and late-reported corporate actions.
Survivorship and selection bias. Historical universes may exclude delisted, merged, bankrupt, or otherwise discontinued instruments, and may not reflect point-in-time index membership or eligibility.
Execution assumptions. Simulated fills are assumptions. Actual execution is subject to slippage, partial fills, non-fills, queue position, order rejection, price improvement or degradation, market impact, latency, halts, auctions, locked and crossed markets, and the absence of a counterparty at the simulated price.
Liquidity and capacity. A Strategy may assume liquidity that did not exist, does not exist, or would be consumed by the Strategy’s own orders or by other Users running similar Strategies. Strategy performance may degrade or invert as deployed capital increases or as more participants trade the same signal.
Costs. Backtests may omit or estimate commissions, exchange and regulatory fees, financing and borrow costs, short-sale availability and hard-to-borrow rates, margin interest, bid-ask spreads, taxes, currency conversion, and platform fees.
Corporate actions and adjustments. Treatment of splits, dividends, spin-offs, symbol changes, and other corporate actions is subject to data-vendor methodology and may differ from your broker’s treatment or from economic reality.
Data quality. Historical data may contain errors, gaps, outliers, bad ticks, stale quotes, timestamp inaccuracies, and vendor-specific conventions. Data may be revised or restated after a Backtest is run.
Regime change. Market structure, participant composition, regulation, tick sizes, trading hours, index construction, tax treatment, and macroeconomic conditions change. A relationship present in historical data may weaken, disappear, or reverse.
Modeling limits. Tick-level and bar-level simulations rest on different assumptions and may produce different results for the same Strategy. Neither is a reproduction of reality.
7.4 Frozen results. Backtest results are recorded as of the run in which they were generated and are not updated for subsequent data revisions, methodology changes, or code changes. A Strategy re-run at a later date may produce different results.
7.5 Data range limits. Historical data availability varies by plan, instrument class, and vendor. The absence of data for a period does not indicate the absence of relevant market events in that period.
8. ROBUSTNESS METRICS, PERFORMANCE SCORES, AND OPTIMIZATION
8.1 Nature of Performance Scores and robustness statistics. The Platform may generate Performance Scores and robustness diagnostics, including deflated Sharpe ratios, probability-of-backtest-overfitting estimates, Monte Carlo and resampling distributions, random-data comparisons, in-sample and out-of-sample splits, walk-forward analyses, and parameter stress tests. These are descriptive statistical outputs computed from historical or synthetic data under stated and unstated assumptions. They are not ratings, grades, endorsements, certifications, opinions, recommendations, seals of approval, or predictions. A high Performance Score does not mean a Strategy is good, safe, sound, validated, approved, or likely to be profitable. A low Performance Score does not mean a Strategy is bad. QuantGenie is not a nationally recognized statistical rating organization and does not issue credit or investment ratings.
8.2 Robustness testing does not eliminate risk. Robustness diagnostics are intended to help you detect certain failure modes. They cannot detect all failure modes, cannot establish that a Strategy captures a real economic effect, cannot rule out overfitting, and cannot establish that historical relationships will persist. A Strategy that passes every diagnostic the Platform offers may still lose money, including all money committed to it. You must not treat any diagnostic result as validation, clearance, or assurance.
8.3 Optimization and parameter sweeps. Features that automatically test multiple parameter combinations and surface preferred configurations (including any feature marketed as “AI Optimize,” parameter sweeping, or vectorization) materially increase the risk of overfitting by construction. Selecting the best-performing configuration from a large search necessarily selects for favorable noise as well as for genuine signal. Any indication the Platform provides as to whether a result appears robust or appears to be an artifact of the search is itself a statistical estimate subject to error in both directions. You assume all risk arising from your use of optimization features and from your selection of any optimized configuration.
8.4 Comparative and benchmark information. Any comparison, benchmark, percentile, ranking, or peer statistic is provided for general informational purposes, is computed on assumptions that may not match your circumstances, and is not a recommendation.
9. AI-GENERATED OUTPUT; QSDL TRANSLATION
9.1 Automated generation. The Platform uses machine learning models, including large language models, and deterministic compilation to translate your natural-language descriptions and other inputs into QSDL and executable Strategy logic. Output is generated automatically and is not reviewed by any human at QuantGenie before it is presented to you.
9.2 Output may be wrong. Machine-generated Output may be inaccurate, incomplete, internally inconsistent, non-responsive, or entirely fabricated. It may misinterpret your intent, silently substitute different logic than you described, invent indicators or conventions that do not exist, mishandle edge cases, produce logic that behaves differently from its own natural-language explanation, or produce different results for identical inputs on different occasions. QuantGenie does not warrant that Output correctly implements your intent, correctly reflects your description, is free of defects, or is fit for any purpose.
9.3 Your verification obligation is a condition of use. You are solely responsible for reviewing every specification, parameter, and rule presented for confirmation, for verifying that it matches your intent, and for testing it before any Live Deployment. Your confirmation of a specification is your representation that you have done so. QuantGenie has no liability for any Strategy behavior that a reasonable review of the confirmed specification would have disclosed, and, as between you and QuantGenie, all consequences of a Strategy you confirmed are yours.
9.4 No advice through Output. Output is not advice. Output does not constitute a recommendation to trade any instrument or to adopt any Strategy. Output is not personalized to you and is not based on any assessment of your circumstances. Explanatory or narrative text accompanying Output is provided for convenience, may not accurately describe the underlying logic, and must not be relied upon in place of reviewing the specification itself.
9.5 Non-uniqueness. Output is generated from models trained on large corpora and may be similar or identical to Output generated for other Users. You obtain no exclusivity in any Output, and QuantGenie makes no representation that Output is original, novel, or non-infringing of any third-party right.
9.6 Model changes. QuantGenie may change, replace, retrain, tune, or discontinue any model or generation method at any time without notice. Output generated after such a change may differ materially from Output generated before it. QuantGenie has no obligation to preserve, reproduce, or support prior Output behavior.
10. USER CONTENT; UPLOADED MATERIALS; THIRD-PARTY RIGHTS
10.1 Your ownership. As between you and QuantGenie, you retain all right, title, and interest you hold in your User Content, including natural-language inputs, Strategy definitions, and parameters. QuantGenie claims no ownership of your User Content.
10.2 License to QuantGenie. You grant QuantGenie a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to our hosting, infrastructure, model, and data providers solely for the purpose of operating the Services) license to host, store, reproduce, transmit, display, process, adapt, and create derivative works of your User Content solely as necessary to: (a) operate, provide, secure, and support the Services; (b) comply with law and enforce this Agreement; and (c) create and use aggregated, de-identified, or anonymized data derived from your use, provided that such data does not identify you and is not reverse-engineerable to identify you. Aggregated and de-identified data is owned by QuantGenie and may be used for any lawful business purpose, including improving the Services, research, and benchmarking. If you publish User Content to any public or community area, the license in this Section 10.2 additionally includes the right to publicly display and distribute that User Content in the context in which you posted it.
10.3 Materials you upload. The Platform may allow you to upload source code (including scripts written for third-party platforms), documents, images, screenshots, and other materials to inform Strategy generation. You represent and warrant that you own or have all necessary rights and licenses to upload each such item and to permit QuantGenie to process it as described in this Agreement, and that doing so does not and will not violate any law, any third-party right, or any agreement to which you are subject, including the terms of service or license of any platform from which the material originated. You are solely responsible for determining whether material you upload is proprietary to another person or restricted by contract. QuantGenie does not review uploads for ownership, licensing, confidentiality, or legality.
10.4 No confidential information. Do not upload or transmit information you are obligated to keep confidential, material non-public information, personal information of other people, or trade secrets belonging to others. QuantGenie has no obligation of confidentiality with respect to User Content except as stated in the Privacy Policy and applicable law, and no confidential relationship is created by any submission.
10.5 Feedback. If you provide suggestions, ideas, feature requests, bug reports, or other feedback, you grant QuantGenie a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, modify, and commercialize that feedback for any purpose without any obligation, attribution, compensation, or accounting to you. Feedback is not confidential.
10.6 No obligation to monitor; removal. QuantGenie has no obligation to monitor, screen, edit, or review User Content, and does not endorse any User Content. QuantGenie may, but is not required to, remove, disable, restrict, or refuse any User Content at any time for any reason, including content we consider unlawful, infringing, misleading, harmful, or in violation of this Agreement, without notice and without liability.
10.7 Copyright complaints (DMCA). QuantGenie respects intellectual property rights and maintains a policy of terminating, in appropriate circumstances, the accounts of Users who are repeat infringers. If you believe material on the Platform infringes your copyright, send a written notice containing the elements required by 17 U.S.C. § 512(c)(3) to our designated agent:
Designated Copyright Agent
QuantGenie Inc.
1111B S Governors Ave, STE 40352
Dover, DE 19904
United States
Email: legal@quantgenie.ai
Counter-notifications may be submitted to the same agent in accordance with 17 U.S.C. § 512(g)(3). Misrepresentations in a notice or counter-notification may subject you to liability under 17 U.S.C. § 512(f).
11. LIVE DEPLOYMENT AND CONNECTED BROKER ACCOUNTS
11.1 Entirely your election. Connecting a Connected Broker and enabling a Live Deployment are optional and are initiated solely by you. The Services can be used without ever enabling a Live Deployment. QuantGenie does not require, recommend, or solicit any brokerage relationship.
11.2 No relationship with your broker. QuantGenie is not affiliated with, an agent of, endorsed by, sponsored by, or acting on behalf of any Connected Broker, and no Connected Broker acts on behalf of QuantGenie. Your relationship with your Connected Broker is governed entirely by your agreements with that broker. You are solely responsible for reading and complying with those agreements and with all rules governing your brokerage account.
11.3 Credentials. Authentication is conducted directly between you and your Connected Broker through the broker’s authorization flow. QuantGenie stores only the access credentials the broker issues, in encrypted form. You may revoke QuantGenie’s access at any time through your broker or the Platform.
11.4 QuantGenie transmits; your broker executes. When a Live Deployment generates an order instruction, the Platform transmits that instruction to your Connected Broker as your agent for the ministerial purpose of message transmission only. Your broker — not QuantGenie — accepts, rejects, routes, and executes orders. QuantGenie does not guarantee that any instruction will be generated, transmitted, received, accepted, executed, modified, or cancelled, or that any of these will occur at any particular time, price, or sequence.
11.5 Specific risks of automated deployment that you assume. You expressly acknowledge and assume all risk arising from, and agree that QuantGenie shall have no liability for, any of the following, whether or not foreseeable and whether or not QuantGenie was negligent in any respect:
failure of a Strategy to generate an expected order, including a protective, stop, hedge, exit, or liquidating order;
generation or transmission of an unintended, erroneous, duplicated, or repeated order, including runaway or looping order generation;
any outage, degradation, latency, disconnection, throttling, rate-limiting, or failure of the Platform, any cloud or hosting provider, any network, any market data feed, any model provider, any Connected Broker, any exchange, or the public internet;
stale, delayed, erroneous, missing, or out-of-sequence market data, including bad ticks, gaps, and incorrect corporate action handling;
trading halts, limit up/limit down conditions, circuit breakers, auction periods, illiquidity, gap openings, extended-hours conditions, and market disruptions;
slippage, partial fills, non-fills, rejections, price movement between signal and execution, and market impact;
margin calls, forced liquidations, buying-power violations, good-faith violations, free-riding violations, position limit breaches, pattern day trader restrictions, short-sale restrictions, and any other broker or regulatory account action;
suspension, deallocation, or termination of a Live Deployment for non-payment, breach, maintenance, or any other reason under this Agreement, leaving open positions unmanaged;
any act, omission, insolvency, error, restriction, or default of any Connected Broker or clearing firm; and
any tax consequence of any trade, including wash sales, constructive sales, short-term gain treatment, and Section 1256 treatment.
11.6 No duty to act. QuantGenie has no obligation to monitor your Strategies, positions, orders, exposure, or account; no obligation to alert you to any condition; no obligation to halt, pause, modify, or liquidate any Strategy or position; and no obligation to intervene in any circumstance, including circumstances in which QuantGenie is aware that a Strategy is behaving unexpectedly or causing losses. Any action QuantGenie elects to take on a discretionary basis on any occasion creates no duty, course of dealing, or expectation that it will do so again. You must independently monitor your account.
11.7 Platform-side controls are not a safety net. Any risk limit, kill switch, guardrail, position cap, validation check, or protective feature offered by the Platform is provided as a convenience only, may fail, may not operate as described, and is not a substitute for risk controls maintained at your Connected Broker and for your own supervision. You must not rely on any Platform-side control as your primary risk management.
11.8 Scheduled and unscheduled downtime. QuantGenie may take the Platform or any part of it offline for maintenance, upgrades, security, or any other reason, with or without notice, including during market hours. Live Deployments may be interrupted.
12. MARKET DATA AND THIRD-PARTY SERVICES
12.1 Third-party data. Market data, historical data, reference data, fundamental data, and derived data made available through the Platform are licensed from third-party providers and exchanges. Such data is provided for your internal, personal, non-commercial use in connection with the Services only. You may not redistribute, republish, retransmit, sell, license, display to any third party, store outside the Platform except as expressly permitted, use to create any derived data product or index, or use for any purpose other than operating your own Strategies.
12.2 No warranty on data. Data is provided “as is.” Neither QuantGenie nor any data provider or exchange warrants the accuracy, timeliness, completeness, sequence, or continued availability of any data, and none of them shall have any liability to you for any error, omission, delay, interruption, or discontinuation in any data or for any decision made or action taken in reliance on it. Data providers and exchanges are express third-party beneficiaries of this Section 12 and of Sections 17, 18, and 19.
12.3 Availability. Data coverage, depth, history, latency, and instrument availability may change at any time, including as a result of changes to QuantGenie’s agreements with providers. QuantGenie may add, remove, or restrict data or instruments without notice.
12.4 Third-party services generally. The Platform may interoperate with or link to third-party services. QuantGenie does not control and is not responsible for any third-party service, its availability, its content, its security, or its acts or omissions. Your use of any third-party service is governed by that provider’s terms.
13. PROHIBITED CONDUCT AND MARKET INTEGRITY
13.1 Prohibited uses. You will not, and will not permit or assist any person to:
reverse engineer, decompile, disassemble, or attempt to derive the source code, models, weights, schemas, protocols, or architecture of the Platform, including QSDL and any parser, compiler, or specification, except to the extent this restriction is unenforceable under applicable law;
copy, modify, adapt, translate, resell, rent, lease, distribute, sublicense, or create derivative works of the Platform or any part of it;
use the Platform or any Output to develop, train, improve, or benchmark any competing product, model, or service, or to extract, scrape, or accumulate Platform data or Output for any such purpose;
access the Platform by automated means, circumvent rate limits, or use the Platform in any manner that imposes an unreasonable or disproportionate load on our infrastructure;
circumvent or attempt to circumvent any security, authentication, access control, entitlement, plan limit, token limit, or metering mechanism;
introduce any malicious code or attempt to gain unauthorized access to any system, account, or data;
misrepresent your identity, affiliation, qualifications, regulatory status, or performance;
use the Services on behalf of, or to manage assets of, any other person except as contemplated by Sections 3.8 and 4.3(f); or
use the Services in violation of any law, rule, or regulation, or in violation of any agreement with your Connected Broker.
13.2 Market abuse. You will not use the Services to engage in, facilitate, or attempt any manipulative, deceptive, or abusive trading practice, including spoofing, layering, quote stuffing, momentum ignition, marking the close or open, wash trading, matched orders, front-running, trading on material non-public information, coordinated manipulation with other persons, or any conduct that would violate the federal securities laws, the Commodity Exchange Act, or exchange or self-regulatory rules. You will not design or deploy any Strategy intended to have any such effect.
13.3 Enforcement and cooperation. QuantGenie may investigate suspected violations, and may suspend or terminate access, halt or disable any Strategy or Live Deployment, remove content, and preserve and disclose records, in each case without notice. QuantGenie will cooperate with lawful requests from regulators, self-regulatory organizations, exchanges, and law enforcement, and may report suspected violations on its own initiative. You waive any claim against QuantGenie arising from such cooperation, disclosure, or reporting.
14. INTELLECTUAL PROPERTY
14.1 QuantGenie IP. QuantGenie and its licensors own all right, title, and interest in and to the Platform, the Services, QSDL and all associated specifications and schemas, all software, models, algorithms, interfaces, designs, documentation, trademarks, and all derivative works thereof, and all intellectual property rights therein (“QuantGenie IP”). No rights are granted to you except the limited license in Section 14.2.
14.2 Limited license. Subject to your continuous compliance with this Agreement and payment of applicable fees, QuantGenie grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your own internal purposes during the term of your subscription. This license terminates automatically upon termination of your account.
14.3 Trademarks. “QuantGenie,” the QuantGenie logo, “QSDL,” and related marks are trademarks of QuantGenie Inc. You may not use them without our prior written consent.
14.4 Reservation. All rights not expressly granted are reserved.
15. BETA AND PREVIEW FEATURES
QuantGenie may designate features as beta, preview, early access, experimental, or similar (“Beta Features”). Beta Features are provided “as is,” may be incomplete, unstable, or defective, may produce inaccurate results, may be changed or discontinued at any time without notice, and are excluded from any service commitment. You use Beta Features entirely at your own risk. QuantGenie strongly discourages the use of Beta Features in connection with any Live Deployment, and, to the maximum extent permitted by law, QuantGenie shall have no liability whatsoever arising from any Beta Feature.
16. SUSPENSION, TERMINATION, AND CHANGES TO THE SERVICES
16.1 Your termination. You may terminate this Agreement at any time by cancelling your subscription and closing your account through the Platform. Closing your account does not close, liquidate, or manage any position in your Connected Broker account. You remain solely responsible for all positions. You should disable all Live Deployments and confirm your positions with your broker before closing your account.
16.2 Our termination. QuantGenie may suspend, restrict, or terminate your access to the Platform or Services, in whole or in part, at any time, with or without cause and with or without notice, including immediately where we believe: you have breached this Agreement; your use presents legal, regulatory, security, or reputational risk; your use may harm QuantGenie, other Users, or third parties; or termination is required by law or by a provider, regulator, or court.
16.3 Effect of termination. Upon termination: your license terminates immediately; all Live Deployments will cease; your account data may be deleted in accordance with the Privacy Policy and our retention practices; accrued fees remain payable; and no refund is due except as required by law. You are responsible for exporting any data you wish to retain before termination. QuantGenie has no obligation to retain or return your data after termination.
16.4 Changes to the Services. QuantGenie may add, change, restrict, suspend, or discontinue any feature, instrument, data set, plan, allowance, integration, or the Services in their entirety, at any time and without liability. Features described in marketing, roadmaps, or communications are not commitments. QuantGenie has no obligation to maintain backward compatibility, to preserve any Strategy’s behavior across changes, or to continue supporting any feature on which you rely.
16.5 Survival. Sections 2, 3, 4.3, 4.4, 6.6, 6.8–6.11, 7, 8, 9, 10.2, 10.4, 10.5, 11.5, 11.6, 12, 13, 14, 15, and 16 through 24, together with Appendix A, survive termination.
17. DISCLAIMER OF WARRANTIES
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, ALL OUTPUT, ALL DATA, AND ALL CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND. QUANTGENIE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, DATA PROVIDERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.
17.2 WITHOUT LIMITING THE FOREGOING, QUANTGENIE DOES NOT WARRANT THAT: (a) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) ACCESS WILL BE UNINTERRUPTED, TIMELY, CONTINUOUS, SECURE, OR ERROR-FREE; (c) ANY OUTPUT, CALCULATION, STATISTIC, BACKTEST, PERFORMANCE SCORE, OR DATA WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (d) ANY STRATEGY WILL FUNCTION AS INTENDED OR AS DESCRIBED; (e) ANY ORDER INSTRUCTION WILL BE GENERATED, TRANSMITTED, RECEIVED, OR EXECUTED; (f) ANY DEFECT WILL BE CORRECTED; OR (g) THE PLATFORM IS FREE OF HARMFUL COMPONENTS.
17.3 QUANTGENIE MAKES NO WARRANTY, GUARANTEE, PROMISE, OR REPRESENTATION OF ANY KIND REGARDING TRADING RESULTS, PROFITABILITY, PERFORMANCE, RETURNS, RISK, DRAWDOWN, VOLATILITY, OR THE SUITABILITY OF ANY STRATEGY, AND NO SUCH WARRANTY SHALL BE IMPLIED FROM ANY BACKTEST, PERFORMANCE SCORE, ROBUSTNESS METRIC, ILLUSTRATION, SAMPLE, TUTORIAL, OR COMMUNICATION.
17.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QUANTGENIE OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
17.5 Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is not permitted as to you, it is limited to the minimum extent required by law and the remaining exclusions continue to apply.
18. ASSUMPTION OF RISK; RELEASE
18.1 Assumption of risk. You knowingly, voluntarily, and expressly assume all risk of loss arising from your use of the Services and from any Strategy you create, upload, Backtest, optimize, or deploy, including the risk of total loss of capital and, for leveraged instruments, losses exceeding your deposited funds. You acknowledge that these risks are inherent, are not eliminated by any feature of the Platform, and are assumed by you as a material inducement to QuantGenie to provide the Services at the fees charged, which reflect this allocation of risk.
18.2 Release. To the maximum extent permitted by applicable law, you release QuantGenie and the Indemnified Parties from all claims, demands, damages, and losses of every kind, known and unknown, arising out of or relating to: any trading loss or investment loss; any dispute between you and a Connected Broker, another User, a data provider, or any third party; any Strategy’s design, behavior, or performance; and any decision you make in reliance on any Output.
18.3 Waiver of unknown claims. If you are a resident of a jurisdiction with a statute limiting general releases to known claims — including California Civil Code § 1542, which provides that a general release does not extend to claims the creditor does not know or suspect to exist in their favor at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor — you expressly waive the benefit of that statute and any comparable law of any jurisdiction.
19. LIMITATION OF LIABILITY
19.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUANTGENIE OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, DATA PROVIDERS, MODEL PROVIDERS, HOSTING PROVIDERS, OR LICENSORS (COLLECTIVELY WITH QUANTGENIE, THE “INDEMNIFIED PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, TRADING LOSSES, INVESTMENT LOSSES, LOST OR FOREGONE OPPORTUNITY, LOST REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DAMAGE TO REPUTATION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, ON ANY THEORY OF LIABILITY — CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO QUANTGENIE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS ($100). THIS CAP IS CUMULATIVE AND NOT PER-CLAIM; MULTIPLE CLAIMS DO NOT ENLARGE IT.
19.3 Trading losses specifically. YOU EXPRESSLY AGREE THAT THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY FOR ANY TRADING, INVESTMENT, OR FINANCIAL LOSS OF ANY KIND ARISING FROM ANY STRATEGY, BACKTEST, OPTIMIZATION, PERFORMANCE SCORE, OUTPUT, LIVE DEPLOYMENT, ORDER INSTRUCTION, OR CONNECTED BROKER ACCOUNT, WHETHER SUCH LOSS RESULTS FROM A STRATEGY PERFORMING AS DESIGNED, FROM A STRATEGY FAILING TO PERFORM AS DESIGNED, FROM AN ORDER BEING SENT, OR FROM AN ORDER NOT BEING SENT. ALL SUCH LOSSES ARE YOURS ALONE.
19.4 Basis of the bargain. You acknowledge that the fees charged for the Services are set in reliance on the disclaimers, assumption of risk, releases, and limitations in Sections 17, 18, and 19, that these provisions allocate risk between the parties, that QuantGenie would not provide the Services on these economic terms without them, and that they form an essential basis of the bargain.
19.5 Third-party beneficiaries. Each Indemnified Party, and each data provider and exchange referenced in Section 12, is an express third-party beneficiary of Sections 12, 17, 18, 19, 20, and 21 and may enforce them directly.
19.6 Statutory limits; nothing waived that cannot be waived. Some jurisdictions do not allow certain limitations or exclusions of liability. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or under any provision of the federal securities laws or the Commodity Exchange Act that voids waivers of compliance. To the extent any limitation is unenforceable as to you, it applies to the maximum extent permitted, and all other limitations remain in effect.
20. INDEMNIFICATION
20.1 You will defend, indemnify, and hold harmless the Indemnified Parties from and against any and all third-party claims, actions, proceedings, investigations, demands, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to: (a) your access to or use of the Platform or Services; (b) any Strategy you create, upload, confirm, optimize, or deploy; (c) any order, trade, or position in any Connected Broker account associated with your use; (d) your User Content, including any claim that it infringes, misappropriates, or violates any third-party right; (e) your breach of this Agreement or of any representation or warranty in it; (f) your violation of any law, rule, or regulation, including any securities, commodities, advertising, privacy, or registration requirement; (g) your violation of any agreement with a Connected Broker or other third party; or (h) your negligence, willful misconduct, or fraud.
20.2 Control of defense. QuantGenie may, at its option and your expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully. You may not settle any matter in a manner that imposes any obligation or admission on any Indemnified Party without our prior written consent.
20.3 Survival. This Section 20 survives termination and is not subject to the limitations in Section 19.
21. DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY DECIDE YOUR CLAIMS, AND TO PARTICIPATE IN A CLASS ACTION.
21.1 Scope. “Dispute” means any dispute, claim, or controversy of any kind between you and QuantGenie (including any Indemnified Party) arising out of or relating in any way to this Agreement, the Platform, the Services, any Output, any Strategy, any advertising or marketing, your account, or the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination. Disputes include claims about the scope, applicability, enforceability, revocability, or validity of this Section 21, except as expressly stated in Section 21.5.
21.2 Informal resolution is a precondition. Before initiating arbitration or any other proceeding, the initiating party must first send a written Notice of Dispute and engage in good-faith informal resolution for sixty (60) days. A Notice of Dispute sent to QuantGenie must be sent to legal@quantgenie.ai and to the notice address in Section 24, and must be individualized: it must state the claimant’s full name, the email address and account identifier associated with the account, the specific facts giving rise to the Dispute, the specific relief sought and how it was calculated, and must be personally signed by the claimant (a signature by counsel alone is not sufficient). A mass-produced notice that does not contain claimant-specific facts does not satisfy this Section. The sixty-day period is a condition precedent to arbitration, and either party may seek a court order staying any prematurely filed proceeding. The applicable statute of limitations is tolled during this period. Either party may request an individualized telephone or videoconference settlement conference, and the other party will participate in good faith.
21.3 Agreement to arbitrate. If the Dispute is not resolved within sixty (60) days after a compliant Notice of Dispute, you and QuantGenie agree that the Dispute will be resolved exclusively by final and binding individual arbitration, and not in court, except as provided in Sections 21.5 and 21.6. This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 21.
21.4 Arbitration procedure. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or, where applicable by their terms, its Commercial Arbitration Rules), as modified by this Agreement, before a single neutral arbitrator. If the AAA is unavailable or unwilling to administer consistent with this Section, the parties will agree on a substitute administrator, and failing agreement a court of competent jurisdiction will appoint one under 9 U.S.C. § 5. Hearing location: at your election, the arbitration will be conducted (a) by written submissions only, (b) by telephone or videoconference, or (c) in person in the county of your residence. The arbitrator may award any relief available to an individual claimant in court under applicable law, including statutory damages and attorneys’ fees where authorized by statute, but may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction. Payment of filing, administrative, and arbitrator fees is governed by the AAA rules; QuantGenie will pay any portion of those fees the AAA rules allocate to it and will not seek its attorneys’ fees from you except where a statute or the arbitrator’s finding of frivolousness permits.
21.5 Delegation; carve-out. The arbitrator has exclusive authority to resolve all threshold questions of arbitrability, including the formation, scope, interpretation, applicability, and enforceability of this Section 21, except that a court of competent jurisdiction — and not an arbitrator — has exclusive authority to determine the validity and enforceability of Section 21.7 (Class Action Waiver) and to interpret and enforce Section 21.9 (Mass Arbitration Protocol).
21.6 Exceptions to arbitration. Either party may: (a) bring an individual claim in small claims court if it qualifies and remains in that court; and (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent or restrain actual or threatened infringement, misappropriation, or violation of intellectual property rights, unauthorized access, or breach of confidentiality obligations. Seeking such relief is not a waiver of the right to arbitrate.
21.7 Class action and representative action waiver. YOU AND QUANTGENIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any class, collective, or representative proceeding, except as expressly provided in Section 21.9. If a court determines that applicable law precludes enforcement of this waiver as to any particular claim or as to any particular request for relief, then that claim or request for relief (and only that claim or request) shall be severed from the arbitration and may be brought in the courts identified in Section 22, and the remaining claims shall proceed in individual arbitration and shall be stayed pending resolution of the severed portion.
21.8 Your right to opt out. You may opt out of this Section 21 by sending written notice within thirty (30) days after you first accept this Agreement (or, if this Section is materially amended, within thirty (30) days after the amendment’s effective date, as to that amendment). The notice must be sent to legal@quantgenie.ai with the subject line “Arbitration Opt-Out,” or to the notice address in Section 24, and must state your full name, the email address associated with your account, and an unambiguous statement that you decline to arbitrate. Opting out is free, will not affect your access to the Services in any way, and will not subject you to retaliation of any kind. If you opt out, Sections 21.1 through 21.7 and 21.9 do not apply to you, the jury trial waiver in Section 21.10 does not apply to you, and Disputes will be resolved in the courts identified in Section 22. If you do not opt out within thirty (30) days, you are bound by this Section 21.
21.9 Coordinated and mass filings. If twenty-five (25) or more Notices of Dispute or arbitration demands raising substantially similar claims are filed against QuantGenie by or with the assistance of the same law firm, coordinated group of firms, or organized group of claimants within a period of ninety (90) days, the parties agree that:
the claims will be administered under the AAA Mass Arbitration Supplementary Rules, including the appointment of a Process Arbitrator to resolve administrative and procedural disputes;
the claims will be grouped into batches of no more than fifty (50) claimants each, with a single arbitrator appointed per batch, and each batch resolved as a single consolidated arbitration in which the arbitrator issues one award addressing each claimant’s individual entitlement to relief;
the parties will proceed with an initial batch, and following its resolution will engage in a good-faith global mediation before a mutually agreed mediator prior to further batches, with QuantGenie paying the mediator’s fees;
all applicable limitations periods are tolled for all claimants from the date the first Notice of Dispute in the group is received until that claimant’s claim is resolved or the protocol concludes; and
this protocol is designed to achieve a fair, efficient, and prompt resolution for every claimant, and no claimant’s right to an individualized determination and to individualized relief is waived. If a court or Process Arbitrator determines that this Section 21.9 is unenforceable in any respect, it shall be severed and the remaining claims shall proceed in individual arbitration under Sections 21.3 and 21.4.
21.10 Jury trial waiver. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND QUANTGENIE EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
21.11 Confidentiality. The parties will keep confidential any trade secrets, source code, security information, financial information, and other information designated confidential and exchanged in the arbitration, and will use it only for the arbitration. Nothing in this Section prohibits either party from disclosing the existence of a Dispute, its own claims or defenses, the outcome, or any information required to be disclosed by law, to a regulator, to a court, to counsel, to an accountant, or to an insurer, and nothing prohibits any party from communicating with a government agency.
21.12 Severability of this Section. If any part of this Section 21 is found unenforceable, that part shall be severed and the remainder shall continue in effect, except that if Section 21.7 is found unenforceable in its entirety as to all claims and all relief, then this entire Section 21 (other than Section 21.10) shall be void and Disputes shall proceed in the courts identified in Section 22.
21.13 Survival. This Section 21 survives termination of this Agreement and closure of your account.
22. GOVERNING LAW; VENUE; TIME TO BRING CLAIMS
22.1 Governing law. This Agreement and any Dispute are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 21 and except to the extent that mandatory, non-waivable consumer protection law of your state of residence applies notwithstanding this choice.
22.2 Venue. Subject to Section 21, you and QuantGenie consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any Dispute not subject to arbitration, and waive any objection based on inconvenient forum.
22.3 Time limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. This limitation does not apply to any claim for which a shortened limitations period is prohibited by law, including claims under the federal securities laws.
23. GENERAL PROVISIONS
23.1 Entire agreement. This Agreement is the entire agreement between you and QuantGenie regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, marketing statements, and understandings, written or oral.
23.2 Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and reflect the parties’ intent, or if modification is not possible, severed. All remaining provisions continue in full force. Section 21.12 governs Section 21.
23.3 No waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by an authorized officer of QuantGenie.
23.4 Assignment. You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without QuantGenie’s prior written consent; any attempted assignment is void. QuantGenie may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets.
23.5 Force majeure. QuantGenie is not liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor action, governmental or regulatory action, changes in law, cyberattack, denial-of-service attack, power or telecommunications failure, internet or cloud provider outage, exchange or market disruption, and failures of third-party providers.
23.6 Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
23.7 No third-party beneficiaries. Except as expressly stated in Sections 12.2 and 19.5, this Agreement confers no rights on any third party.
23.8 Headings and construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement will not be construed against either party as drafter.
23.9 Export and government users. You will comply with all applicable export control and sanctions laws. The Platform is “commercial computer software” under FAR 12.212 and DFARS 227.7202, and any U.S. Government use is subject to the restrictions in this Agreement.
23.10 Language. The parties have agreed that this Agreement and all related documents be drawn up in English.
24. NOTICES AND CONTACT
Notices to you may be given by email to your account address or by posting on the Platform, and are effective upon sending or posting. Notices to QuantGenie must be sent by email and by certified mail to:
QuantGenie Inc.
Attn: Legal Department
1111B S Governors Ave, STE 40352
Dover, DE 19904
United States
legal@quantgenie.ai
All communications to QuantGenie — including general inquiries, billing questions, security reports, copyright notices under Section 10.7, Notices of Dispute under Section 21.2, and arbitration opt-out notices under Section 21.8 — may be sent to legal@quantgenie.ai. Where this Agreement requires a specific subject line, please include it so that your communication is routed correctly. Communications concerning a Notice of Dispute under Section 21.2 must also be sent by certified mail to the address above. An arbitration opt-out under Section 21.8 is effective when sent by email to legal@quantgenie.ai or by certified mail to the address above; you do not need to use both methods.
APPENDIX A — RISK DISCLOSURE STATEMENT
YOU MUST READ THIS STATEMENT BEFORE USING THE SERVICES. IT IS PART OF THE AGREEMENT.
1. You can lose all of your money. Trading securities and futures involves substantial risk. You may lose some or all of the capital you commit. With leveraged instruments, including futures, you may lose more than the amount you deposit and may owe additional funds. Only risk capital you can afford to lose entirely should ever be committed.
2. Automated trading carries distinct additional risks. An automated Strategy executes without human judgment at the moment of action. It cannot recognize conditions its designer did not anticipate. It may transmit orders you would not have placed, may fail to transmit orders you expected, may repeat orders, and may continue operating during conditions in which a human would have stopped. Technology failures — in the Platform, in cloud infrastructure, in networks, in data feeds, or at your broker — can occur at any time, including at the worst possible time, and can result in unhedged positions, unexecuted protective orders, and losses.
3. Backtested and simulated results are hypothetical, not real. They are constructed with hindsight, do not represent actual trading, and may have under- or over-compensated for market factors such as liquidity. Past performance, whether actual or hypothetical, does not indicate future results. See Section 7 for the specific limitations, including overfitting, look-ahead bias, survivorship bias, execution and cost assumptions, capacity limits, data errors, and regime change.
4. Optimization increases risk of self-deception. Searching many parameter combinations and selecting the best result systematically favors configurations that fit historical noise. A result that looks excellent after optimization may have no predictive value.
5. Statistical scores are not assurances. Performance Scores and robustness diagnostics are descriptive statistics computed under assumptions. They are not ratings, endorsements, approvals, or predictions, and a Strategy that scores well may still fail completely.
6. Machine-generated output can be wrong. Strategy logic produced from your natural-language description may not match your intent. You must review and confirm every specification before use.
7. You are responsible for monitoring. QuantGenie will not monitor your account, will not alert you, and has no obligation to intervene, halt a Strategy, or close a position under any circumstance.
8. QuantGenie is not your adviser. QuantGenie provides software. It does not provide investment, tax, legal, or accounting advice, does not know your circumstances, and owes you no fiduciary duty. Consult a qualified, appropriately licensed professional before making investment decisions.
9. Tax consequences are yours. Trading generates taxable events, which may include wash sales, short-term gains, and mark-to-market treatment under Section 1256. QuantGenie does not provide tax advice or tax reporting for your trading activity.