End User License Agreement (EULA)

1. GRANT OF LICENSE

Subject to the terms of this Agreement and upon successful completion of the ALPHA Onboarding process, Alpha Quant Systems INC. ("ALPHA") grants you ("User") a limited, non-exclusive, non-transferable, revocable license to install and use the ALPHA Software ("Software") on a single, authorised machine for your personal, non-commercial use during the term of your active subscription.

2. HARDWARE-LOCKED LICENSING

Each license is cryptographically bound to a single machine via MAC address and NinjaTrader Machine ID verification. The "1 User = 1 License = 1 Machine" policy is strictly enforced. Any attempt to circumvent, clone, or spoof the hardware binding constitutes a material breach resulting in immediate, uncompensated license termination.

• Licenses cannot be shared, transferred, or resold.
• Multi-machine deployment requires separate license purchases.
• Machine changes (e.g., hardware upgrade) must be requested through the Customer Portal and are subject to administrative approval.

3. RESTRICTIONS ON USE

The User shall NOT:

• Copy, modify, adapt, or create derivative works of the Software.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code.
• Distribute, sublicense, rent, lease, or lend the Software to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or watermarks.
• Use the Software for any unlawful purpose or in violation of any applicable law.
• Attempt to interfere with, block, or disable telemetry, heartbeat pings, or diagnostic data transmissions.

4. TELEMETRY & SECURITY PROTOCOLS

The Software utilises routine background telemetry to enforce licensing and maintain operational integrity. By installing and using the Software, the User expressly consents to the continuous transmission of diagnostic data — including IP addresses, NinjaTrader Machine IDs, heartbeat pings, and operating system details — to ALPHA servers and its infrastructure providers. This mechanism is a proprietary security protocol and does not constitute unauthorised tracking.

5. INTELLECTUAL PROPERTY

All software, algorithms, indicator logic, visual designs, and documentation remain the exclusive intellectual property of Alpha Quant Systems INC. This Agreement does not transfer any ownership rights. The User receives only a limited right to use the Software as expressly permitted herein.

6. UPDATES & MODIFICATIONS

ALPHA may, at its sole discretion, release updates, patches, or modifications to the Software. Some updates may be mandatory and automatically deployed. Continued use of the Software following an update constitutes acceptance of any modified functionality.

7. TERMINATION

This license is effective until terminated. ALPHA may terminate this Agreement immediately and without notice if the User breaches any term herein. Upon termination:

• All rights granted under this Agreement shall immediately cease.
• The User must uninstall and destroy all copies of the Software.
• No refund or compensation shall be issued for termination resulting from User breach.

8. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ALPHA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALPHA DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL ALPHA, ITS DIRECTORS, OFFICERS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR TRADING LOSSES, WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF ALPHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALPHA'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE USER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario.