Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Kolatrade Inc. ("Kolatrade," "Company," "we," "our," or "us"), governing your access to and use of the Kolatrade browser extension, web application at https://kolatrade.com, and all related features, APIs, and services (collectively, the "Service").

By accessing, installing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference. If you do not agree to all of these Terms, you must immediately cease using the Service and uninstall the browser extension.

You represent that you are at least 18 years of age, have the legal capacity to enter into a binding contract, and are not barred from using the Service under any applicable law.

All marketing materials, website copy, landing page statements, and promotional content are for informational and illustrative purposes only and do not constitute warranties, guarantees, representations, or contractual obligations of any kind. No statement on the Kolatrade website, extension listing, or any third-party platform shall be construed as a warranty or guarantee of any particular outcome, result, or level of service.

Kolatrade provides an automated risk management browser extension and web application designed to help individual futures traders enforce self-defined loss limits on supported trading platforms (currently Tradovate and NinjaTrader). When configured loss thresholds are detected as exceeded, the Service attempts to submit automated order cancellations and position liquidations ("flatten actions") and may restrict access to the broker platform ("lockout").

The Service is a supplementary risk management utility only. It is not and shall not be construed as: a brokerage service, trading platform, investment product, clearing service, financial advisory service, or guarantee of risk protection of any kind.

KOLATRADE INC. IS NOT A BROKER, DEALER, INVESTMENT ADVISOR, COMMODITY TRADING ADVISOR (CTA), FUTURES COMMISSION MERCHANT (FCM), COMMODITY POOL OPERATOR (CPO), FINANCIAL PLANNER, OR FINANCIAL INSTITUTION OF ANY KIND.

Kolatrade is not registered with the U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), the Financial Industry Regulatory Authority (FINRA), or any other financial regulatory body in any jurisdiction.

Nothing in the Service, on the Kolatrade website, in any email communication, or through any other channel constitutes financial, investment, commodity trading, tax, or legal advice. The Service is purely a software automation tool. All trading decisions are made solely and exclusively by you. You should consult a licensed financial professional and independent legal counsel before engaging in futures trading or using any automated trading tools.

You acknowledge that futures trading involves substantial risk of loss and is not appropriate for all investors. Past performance of any trading system does not guarantee future results.

You are solely responsible for the following:

• Setting, configuring, and maintaining appropriate risk parameters within the Service. Kolatrade is not responsible for misconfigured, unsuitable, or incorrect risk settings;
• Keeping your Kolatrade login credentials (email and password) confidential and secure. You are responsible for all activity under your account;
• Ensuring your use of the Service complies with the terms of service and acceptable use policies of your broker platform (Tradovate, NinjaTrader, or any other);
• Ensuring your use of the Service complies with the rules, agreements, and policies of any prop trading firm, evaluation program, or funded account provider you participate in. Kolatrade makes no representation that use of the Service is permitted by any such entity;
• Maintaining a stable internet connection, active browser session, and properly installed extension during your trading sessions;
• All trading losses incurred, regardless of the operational status of the Service;
• Promptly notifying Kolatrade of any unauthorized use of your account at support@kolatrade.com.

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation, including CFTC or NFA regulations;
• Circumvent, disable, bypass, or interfere with any security feature of the Service or any connected broker platform;
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from any component of the Service;
• Scrape, crawl, or extract data from the Service by automated means;
• Share your Kolatrade account credentials with any other person or entity;
• Use the Service on behalf of another person or entity without their explicit written consent;
• Engage in market manipulation, wash trading, spoofing, or any other fraudulent trading practice;
• Transmit viruses, malware, or any other malicious or disruptive code;
• Impersonate Kolatrade, its employees, or any other user;
• Use the Service for any purpose that violates these Terms or any applicable law.

Violation of these prohibitions may result in immediate account termination without notice or refund and may subject you to civil or criminal liability.

The Service, including all software, code, algorithms, user interface designs, text, graphics, logos, and other content, is the exclusive intellectual property of Kolatrade Inc. and is protected by applicable copyright, trademark, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms and payment of applicable subscription fees, Kolatrade grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service for your personal, non-commercial risk management purposes.

You may not copy, modify, distribute, sell, license, sublicense, or create derivative works of any part of the Service without Kolatrade's prior written consent. All rights not expressly granted herein are reserved by Kolatrade Inc.

Certain features of the Service require a paid subscription. By subscribing, you agree to the following:

AUTO-RENEWAL DISCLOSURE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUALLY, AS SELECTED) AT THE THEN-CURRENT SUBSCRIPTION RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. BY SUBSCRIBING, YOU AUTHORIZE KOLATRADE TO CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU CANCEL.

• Free Trial: If a free trial is offered, it will automatically convert to a paid subscription at the applicable rate at the end of the trial period unless cancelled before the trial expires. You may be required to provide payment information to begin a trial.
• Cancellation: You may cancel your subscription at any time through your account settings at kolatrade.com or by contacting support@kolatrade.com. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until that date.
• Refunds: All subscription fees are non-refundable except where required by applicable law. Partial-period refunds are not provided for cancellation mid-cycle.
• Price Changes: Kolatrade reserves the right to change subscription prices with 30 days' advance email notice. Continued use of the Service after a price change takes effect constitutes your acceptance of the new price.
• Failed Payments: If a payment fails, Kolatrade may suspend or terminate your access to the Service without notice.
• Taxes: You are responsible for all applicable taxes, if any, arising from your subscription. Prices shown are exclusive of taxes unless otherwise stated.

The Service depends entirely on the availability, functionality, and continued permission of third-party broker platforms' APIs and web interfaces (including Tradovate and NinjaTrader). You expressly acknowledge and agree that:

• Kolatrade has no control over, and is not affiliated with, Tradovate, NinjaTrader, or any other broker platform;
• Third-party broker platforms may change, restrict, deprecate, or revoke their APIs or web interfaces at any time without notice to Kolatrade or you;
• Any such change may render the Service partially or fully non-functional without prior warning;
• Kolatrade shall have no liability for any loss, damage, or inability to perform arising from changes to, unavailability of, or restrictions imposed by any third-party broker platform or API;
• Your use of the Service in connection with any broker platform is additionally subject to that broker's own terms of service. It is your sole responsibility to ensure your use of the Service complies with your broker's applicable policies.

KOLATRADE EXPRESSLY DISCLAIMS ANY SERVICE LEVEL AGREEMENT (SLA) OR UPTIME GUARANTEE OF ANY KIND. THE SERVICE IS PROVIDED ON A BEST-EFFORT BASIS.

The Service may be interrupted, suspended, or discontinued at any time for maintenance, updates, infrastructure issues, or any other reason, with or without notice. Service downtime or unavailability does not constitute a breach of these Terms and does not give rise to any right of refund, credit, or damages of any kind.

Kolatrade reserves the right to modify, suspend, or discontinue any part of the Service, temporarily or permanently, at any time without notice or liability to you.

THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KOLATRADE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES THAT ANY FLATTEN, LIQUIDATION, LOCKOUT, OR OTHER AUTOMATED ACTION WILL EXECUTE SUCCESSFULLY, IN A TIMELY MANNER, OR AT ANY PARTICULAR PRICE OR FILL LEVEL;
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY PnL, POSITION, BALANCE, OR OTHER TRADING DATA PROCESSED BY THE SERVICE;
• WARRANTIES THAT THE SERVICE WILL PREVENT ANY TRADING LOSS, ACCOUNT BREACH, OR DRAWDOWN EXCEEDANCE.

No oral or written information or advice given by Kolatrade or its representatives shall create any warranty not expressly stated in these Terms.

(A) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KOLATRADE INC., ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "KOLATRADE PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• TRADING LOSSES OF ANY KIND, INCLUDING LOSSES CAUSED BY FAILED, DELAYED, PARTIAL, OR INCORRECTLY EXECUTED AUTOMATED ORDERS;
• LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, OR GOODWILL;
• LOSS OR CORRUPTION OF DATA;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• VOIDED PROP FIRM EVALUATIONS, FUNDED ACCOUNT DISQUALIFICATIONS, OR RELATED LOSSES.

THESE EXCLUSIONS APPLY WHETHER OR NOT THE KOLATRADE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

(B) LIABILITY CAP. THE TOTAL CUMULATIVE LIABILITY OF THE KOLATRADE PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO KOLATRADE FOR THE SERVICE GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, THE MAXIMUM LIABILITY SHALL BE ZERO DOLLARS ($0.00).

(C) ESSENTIAL BASIS. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND KOLATRADE. KOLATRADE WOULD NOT PROVIDE THE SERVICE ON THE TERMS STATED HEREIN WITHOUT THESE LIMITATIONS.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you. In those jurisdictions, Kolatrade's liability shall be limited to the minimum extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless the Kolatrade Parties from and against any and all claims, demands, actions, suits, proceedings, judgments, losses, liabilities, costs, damages, and expenses — including reasonable attorneys' fees and court costs — arising out of or relating to:

• Your access to or use of the Service, including any automated actions triggered by the Service on your account;
• Your violation of these Terms or any applicable law or regulation;
• Your violation of your broker's or any prop firm's terms of service, rules, or policies;
• Any claim by your broker, prop firm, or any third party arising from your use of the Service;
• Any misrepresentation made by you in connection with the Service;
• Any negligence or willful misconduct by you.

Kolatrade reserves the right to assume exclusive control of the defense of any matter for which you are required to indemnify us, and you agree to cooperate with that defense. You may not settle any claim subject to indemnification without Kolatrade's prior written consent.

Termination by Kolatrade: Kolatrade reserves the right to suspend or permanently terminate your account and access to the Service at any time, with or without cause, and with or without prior notice, in Kolatrade's sole discretion. Without limiting the foregoing, Kolatrade may terminate your account for: (a) violation of these Terms; (b) non-payment of subscription fees; (c) conduct that Kolatrade determines is harmful to other users, the Service, or third parties; (d) extended inactivity; or (e) any other reason in Kolatrade's sole judgment.

Termination by You: You may terminate your account at any time by cancelling your subscription through your account settings and contacting support@kolatrade.com to request account deletion.

Effect of Termination: Upon termination for any reason: (a) your right to access and use the Service immediately ceases; (b) Kolatrade has no obligation to retain your data beyond the period required by applicable law or our Privacy Policy; (c) termination does not relieve you of any obligation to pay fees accrued prior to termination; and (d) no refund shall be provided for any unused portion of a subscription period, except as required by applicable law.

Survival: Sections 4, 6, 7, 11, 12, 13, 16, 17, and 18 of these Terms shall survive any termination or expiration.

Kolatrade shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond Kolatrade's reasonable control, including without limitation: acts of God; natural disasters; pandemics or public health emergencies; war, terrorism, or civil unrest; government orders, laws, regulations, or regulatory actions; strikes or labor disputes; infrastructure failures; internet or telecommunications disruptions; cyberattacks, DDoS attacks, or other malicious third-party acts; failure of third-party service providers (including broker API providers, cloud hosting providers, or payment processors); or any other cause beyond Kolatrade's reasonable control (each, a "Force Majeure Event").

During a Force Majeure Event, Kolatrade's obligations shall be suspended to the extent prevented or delayed. Kolatrade shall use commercially reasonable efforts to resume performance as soon as practicable. Force Majeure Events do not entitle you to any refund, credit, or damages.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Subject to the arbitration clause in Section 16, any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts of competent jurisdiction located in Los Angeles County, California, and you and Kolatrade each irrevocably submit to the personal jurisdiction of those courts.

Modification: Kolatrade reserves the right to modify these Terms at any time. For material changes, Kolatrade will provide at least thirty (30) days' advance notice by email to the address associated with your account and by posting the updated Terms on kolatrade.com/terms. For non-material changes, posting the updated Terms with a revised "Last Updated" date shall constitute sufficient notice. Your continued use of the Service after the effective date of any modification constitutes your binding acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the effective date.

Severability: If any provision of these Terms is held by a court or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions of these Terms shall continue in full force and effect.

Entire Agreement: These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Kolatrade with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties — written or oral — including any marketing materials, promotional communications, Discord messages, or other statements — with respect to the Service.

Waiver: Kolatrade's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment: You may not assign or transfer any of your rights or obligations under these Terms without Kolatrade's prior written consent. Kolatrade may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.

No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.