End User License Agreement (EULA)
Seraphim Quant LLC
Effective date: 06/09/2026
1. Acceptance of Agreement
This End User License Agreement ("EULA" or "Agreement") is a binding legal contract between Seraphim Quant LLC ("Licensor", "we", "our") and the individual or entity that acquires a license for the S-23 software ("Licensee", "you", "your").
By purchasing, downloading, installing, activating, or using S-23 (the "Software"), you agree to be legally bound by the terms of this EULA. If you do not agree to these terms, DO NOT download, install, or use the Software, and request a refund pursuant to the applicable Refund Policy.
2. License Grant
Subject to compliance with the terms of this Agreement, the Licensor grants the Licensee a personal, non-transferable, non-exclusive, and revocable license to:
a) Install and use the Software on one or more personal computers of the Licensee. b) Use the Software exclusively for personal trading operation of the Licensee or of the entity under the Licensee's control. c) Receive minor Software updates during the validity of the license, in accordance with the Licensor's update policy.
This license is valid for an indefinite period (lifetime), subject to the termination conditions established in this Agreement.
2.1 User control; software only; no advice
The Licensee retains full and sole control over the configuration, parameters, activation, and execution of the Software. The Software is a tool that executes the rules the Licensee configures and chooses to run; any orders it generates result solely from the Licensee's own configuration and decision to operate it. The Software and the Licensor do not provide investment advice, commodity trading advice, or any personalized recommendation, do not manage or access the Licensee's account, do not place trades on the Licensee's behalf, and do not tailor the Software to the Licensee's individual circumstances, account size, or risk tolerance. The Licensor is a software vendor and is not a registered investment adviser, commodity trading advisor, or broker/dealer. See the Regulatory Status Disclosure.
2.2 Acknowledgement of automation risks
The Licensee acknowledges that automated trading software depends on factors outside the Licensor's control — including internet connectivity, VPS uptime, broker and exchange availability, NinjaTrader and API behavior, data-feed integrity, execution delay, and slippage — any of which may cause unexpected behavior, missed or erroneous orders, or losses, including losses larger than anticipated.
3. Use Restrictions
The Licensee expressly acknowledges and agrees that they may NOT:
a) Distribute, resell, sublicense, rent, lend, or transfer the Software to third parties, whether for consideration or free of charge. b) Copy, reproduce, or duplicate the Software, except to make a single personal backup copy. c) Reverse engineer, decompile, disassemble or attempt in any way to derive the source code or underlying algorithms of the Software. d) Modify, adapt, translate or create derivative works based on the Software. e) Share, disclose, or publish license credentials, activation keys, or access information with third parties. f) Use the Software for illegal purposes or that violate applicable laws in any jurisdiction. g) Remove, alter, or obscure notices of intellectual property, registered trademarks, or copyright notices included in the Software or its documentation. h) Use the Software as a basis to create competing products or trading services aimed at third parties.
4. Intellectual Property
The Software, including without limitation its source code, object code, algorithms, trading logic, user interface, documentation, manuals, configuration presets, graphics, texts and other content, is the exclusive property of the Licensor and is protected by United States copyright laws, international intellectual property treaties, and other applicable laws.
This Agreement does not transfer any ownership rights over the Software to the Licensee. All rights not expressly granted in this Agreement are reserved by the Licensor.
5. License Activation and Validation
The Software uses a licensing system linked to the Licensee's NinjaTrader username, managed through the NinjaTrader Ecosystem.
The Licensee acknowledges that:
a) License activation requires authorization by the Licensor of the NinjaTrader username provided at the time of purchase. b) Activation typically occurs within 24 business hours from purchase, but the Licensor does not guarantee a specific activation time. c) The Software validates the license by connecting to NinjaTrader servers and/or Licensor servers. Lack of internet connection may prevent Software operation. d) Use of the Software with a username other than the authorized one constitutes a violation of this Agreement.
6. Termination
6.1 Termination for breach
The Licensor may terminate this license immediately, without prior notice and without refund, if the Licensee breaches any material term of this Agreement, including but not limited to:
a) Violation of use restrictions (Section 3). b) Sharing credentials with third parties. c) Attempt at reverse engineering or piracy of the Software. d) Use of the Software for illegal purposes.
6.2 Effects of termination
Upon termination of the license for any reason:
a) The Licensee's right to use the Software ceases immediately. b) The Licensee must uninstall and remove all copies of the Software from their systems. c) Access to the license system will be revoked by the Licensor. d) The provisions of Sections 4 (Intellectual Property), 7 (Warranties), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Applicable Law) shall survive termination.
7. Absence of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SATISFACTORY QUALITY.
THE LICENSOR DOES NOT WARRANT THAT:
a) The Software will operate without interruption or errors. b) Defects in the Software will be corrected. c) The Software will be compatible with all hardware or software configurations of the Licensee. d) The Software will produce trading results that are positive, consistent with historical results, or that match any specific outcome. e) The Software will meet the Licensee's specific requirements.
THE LICENSEE ASSUMES ALL RESPONSIBILITY FOR THE SELECTION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR AND ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR:
a) Direct or indirect financial losses incurred in any trading account where the Software is used. b) Indirect, incidental, special, exemplary, punitive, or consequential damages, including, without limitation, loss of gains, loss of data, loss of business opportunities, or costs of acquiring substitute goods or services. c) Service interruptions of the Software, NinjaTrader, your broker, your data provider, or any other related platform or service. d) Trading decisions made by the Licensee based on the operation or results of the Software. e) Errors or omissions in the Software's documentation, manuals, or marketing material. f) Changes in regulations, prop firm rules, or market conditions that affect Software performance. g) Actions by third parties, including but not limited to brokers, prop firms, trading platforms, data providers, and regulatory agencies.
THE LICENSOR'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE AND UNDER ANY THEORY OF LIABILITY (CONTRACTUAL, TORT, NEGLIGENCE, OR OTHERWISE), SHALL NOT EXCEED THE PRICE PAID BY THE LICENSEE FOR THE SOFTWARE LICENSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. IN SUCH JURISDICTIONS, THE LICENSOR'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.1 Proprietary trading firms
Seraphim Quant LLC makes no representation or warranty that the Software complies with the policies, trading rules, evaluation requirements, or risk parameters of any proprietary trading firm, broker, or platform. In particular, Seraphim Quant does not represent or warrant that S-23 complies with any specific proprietary trading firm's rules, evaluation requirements, position limits, trailing drawdown methodology, consistency requirements, or prohibited practices. It is solely the Licensee's responsibility to verify and comply with all such rules. Use of the Software may violate the rules of some firms; the Licensee assumes all resulting risk, including the loss of any account, evaluation, or funding.
9. Indemnification
The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its directors, employees, agents, affiliates, successors, and assigns, from and against all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
a) The Licensee's use of the Software. b) Any breach of this Agreement by the Licensee. c) Any violation of laws, regulations, or third-party rights by the Licensee. d) Any trading decision made by the Licensee, whether or not based on the operation of the Software.
10. Updates and Support
10.1 Minor updates
The Licensor may, at its sole discretion, provide minor Software updates (bug fixes, compatibility improvements, minor adjustments) at no additional cost. Such updates shall be considered part of the Software and shall be subject to this Agreement.
10.2 Major versions
The Licensor reserves the right to develop and commercialize major versions of the Software (S-23 v2, v3, etc.) under separate commercial terms. Purchase of the current version does NOT guarantee free access to future major versions.
10.3 Technical support
The Licensor will provide basic technical support through the email support@seraphimquant.com, with expected response within 48 business hours. Technical support is limited to:
a) Software installation and activation issues. b) Clarification of documented parameters and functionalities. c) Bug reporting.
Support DOES NOT include:
a) Trading advice or specific parameter recommendations. b) Personalized optimization for particular accounts or strategies. c) General training on NinjaTrader or futures trading. d) Support on instruments or configurations other than those documented.
11. Governing Law, Arbitration, and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles.
11.1 Binding individual arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement or the Software shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be seated in Hillsborough County (Tampa), Florida. Judgment on the award may be entered in any court of competent jurisdiction.
11.2 Class-action waiver
Disputes must be brought in the party's individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.
11.3 Court venue for excluded matters
For any matter not subject to arbitration (for example, claims for injunctive relief to protect intellectual property), exclusive venue shall lie in the state or federal courts located in Hillsborough County, Florida, and the parties consent to such jurisdiction and venue.
12. Assignment
The Licensee may not assign, transfer, or sublicense their rights or obligations under this Agreement without the prior written consent of the Licensor. The Licensor may freely assign its rights and obligations under this Agreement.
13. Entire Agreement
This Agreement, together with the Terms of Service, Risk Disclosure Statement, Refund Policy, and Privacy Policy of Seraphim Quant LLC, constitutes the entire agreement between the parties with respect to the Software, and supersedes all prior agreements, communications, and understandings, whether oral or written.
14. Severability
If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that reflects the original intent as closely as possible.
15. Waiver
The Licensor's failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the Licensor.
16. Notices
Legal notices to the Licensor must be sent in writing to:
Seraphim Quant LLC Email: support@seraphimquant.com
(Note: both reviewing attorneys recommended publishing a business mailing address — which may be a virtual office or PO box, not a personal address. The Licensor has elected email-only contact at this time; this remains an open item for the final attorney review.)
Notices to the Licensee will be sent to the email provided at the time of purchase.
17. Modifications of the Agreement
The Licensor reserves the right to modify this Agreement at any time. Modifications shall be effective upon publication on seraphimquant.com/eula. Continued use of the Software after publication of modifications constitutes acceptance of such modifications.
18. Language
This Agreement has been provided in English and Spanish for the convenience of the Licensee. In case of any inconsistency, discrepancy, or conflict between the English and Spanish versions, the English version shall prevail and govern for all interpretive and enforcement purposes.