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DRAFT

This document is a draft and is not yet in force. It has not been reviewed by a lawyer and does not create a binding agreement. Amber boxes below are internal notes marking decisions still open. Published here for review only — please do not rely on it.

Nixora Systems Inc. · United States

Terms of Use

Applies to NixoraTrade. See also Terms of Use, Privacy, Risk Disclosure.

Document status: draft v0.2 · 2026-08-14 Operator: Nixora Systems, Inc., a Delaware corporation ("Nixora", "we", "us") Product: NixoraTrade ("the Service") — "NixoraTrade, a product of Nixora Systems, Inc." Provided at: www.nixoratrade.com (API host hook.nixoratrade.com). The corporate domain is www.nixorasys.com.

These Terms govern the Service itself, however you reach it — including from any other address that currently resolves to it. Contact: support@nixorasys.com (support and legal notices) · admin@nixorasys.com (privacy and data requests) Registered office: Nixora Systems, Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States

Internal note · COUNSELDelaware file number, and whether it must appear here. Trademark clearance for "NixoraTrade" is still open.

Last updated: [to be set on publication]

1. Definitions

2. Agreement, eligibility, and acceptance

By creating an account or using the Service you agree to these Terms and to the Privacy Policy, the Risk Disclosure & Important Disclosures, and the Cookie & Local Storage Notice, each of which is incorporated by reference.

You must be at least 18 years old. The Service is not offered to minors.

Internal note · COUNSELacceptance mechanism. The application today presents no click-through acceptance step at signup — there is no terms checkbox and no acceptance timestamp on the account record, and no age check is performed. Counsel must decide whether browse-wrap suffices or whether a logged click-through must be built. **Risk if wrong: the liability cap in §21 and the arbitration clause in §24 may be unenforceable.**

3. What the Service is — and who places your orders

NixoraTrade is software. It is not a broker, an exchange, an adviser, or a money transmitter.

3.1 A local-first charting, annotation and journalling tool

Chart annotations, the knowledge base, backtest and live trade journals, notes, attachments and pasted screenshots are stored in your own browser (IndexedDB database MarketStructureDB). They are not transmitted to us and we do not hold them. See §14 for what this means for you.

Optional cloud backup. If we enable the cloud-backup feature for your account and you use it, copies of this data are stored in our object storage (Cloudflare R2) as backups — under your account's private prefix, quota-limited (currently 5 GB), deletable by you at any time from the application, and deleted automatically when your account closes. Your browser remains the working copy; the cloud holds only backups you explicitly create or enable automatically per device. Details: Privacy Policy §1.1.

3.2 An execution-connected trading tool — MetaTrader 4 and 5 only

The Service accepts trade instructions you configure — most commonly from TradingView alerts posted to your personal webhook URL, or from manual order entry in the application — and holds them in a queue for your own Expert Advisor to collect.

We never connect to your Broker. Not once, for any purpose.

Integration Who actually places the order at the Broker
MetaTrader 4 / 5 Your own EA, running in your own terminal, on your own machine, logged in to your own Broker account. We hold a Command in a queue; your EA polls for it and places the order locally. We never contact your Broker.

That is the whole of it. We hold no Broker credentials, we have no API relationship with any Broker, we have no agreement with any Broker, and there is no code path by which our servers could place an order at a Broker.

Internal note · COUNSELthis is a materially stronger position than a platform that routes orders itself, and it should shape §6 and §21. **It also changes the moment any server-side broker integration is enabled — these documents must be updated BEFORE the first such order is placed, not after.**

3.3 An AI assistant

An optional in-app assistant. See §16.

3.4 Notifications and trade sharing

Optional outbound delivery of trade events to a Telegram bot, Discord webhook or email address you configure. Subject to §12.

4. General disclaimers regarding trading

(a) Trading is risky. You can lose money. Past performance does not guarantee future results. Leveraged instruments can produce losses exceeding your deposit.

(b) No guarantee of results. Nothing in the Service is a sole basis for a trading decision. We are not liable for the accuracy of any information in the Service or for decisions made using it.

(c) No guarantee of order execution. Commands may be delayed, rejected, expired, partially filled, duplicated, or not executed at all, because of market conditions, Broker rules, connectivity, latency, your own machine, or downtime in any part of the chain.

(d) Market data. Prices and candles come from your own Broker terminal. Economic-calendar data comes from a third-party feed. Both may be delayed, incomplete or wrong, are informational only, and may be subject to third-party restrictions.

5. Automated trading and technical risks

You assume all risk of live automated trading. You acknowledge that loss may arise from, among other causes:

  1. errors in the design or logic of your own strategy, alert or rule;
  2. connectivity failure between any two links in the chain — TradingView, our servers, your EA, your Broker;
  3. misconfiguration of automation settings, symbol mapping, or position sizing;
  4. market disruption, gapping, halts or illiquidity;
  5. faulty, delayed or missing market data;
  6. Broker-side rejection, requote, slippage or partial fill;
  7. changes to, or withdrawal of, any third-party service or API;
  8. security compromise of your credentials, tokens or webhook URL;
  9. latency anywhere in the chain, including on your own machine and network;
  10. Command expiry — a Command carries a maximum age per action type and is refused rather than executed late once it exceeds that age. A refused Command is not an executed one, and a refused exit leaves your position open.

These are not hypothetical. Our engineering record contains real, since-fixed incidents of this class, including a delivery path that silently stopped delivering above roughly 500 orders per hour, and a misconfigured age cap that expired exit orders after five seconds. They are disclosed here because the category of failure is real.

You must actively monitor your own accounts and positions. We do not monitor them and we will not intervene.

6. No investment advice; no advisory or brokerage relationship

Internal note · COUNSELthis section carries the highest regulatory risk in the document and must be rewritten by a lawyer for each state and for federal law. The statements above are the operator's factual position, not a legal conclusion.

7. No custody of funds or assets

We never hold, receive, transmit, or take custody of your funds, securities or any other asset. There is no payment, transfer, custody or wallet code path anywhere in the platform.

The only money-adjacent data we hold is read-only telemetry reported by your own terminal: account login number, Broker server name, balance, equity, free margin, currency, open positions and pending orders.

You maintain your own relationship with your own Broker under that Broker's own account agreement. We are not a party to it, we are not your agent, and we are not the Broker's agent.

8. Licence and prohibited uses

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service for your own self-directed trading and for the Broker accounts you own or are formally authorised to trade under §9.

You must not:

  1. resell, sublicense, rent or redistribute the Service or any part of it;
  2. share your login, or allow anyone else to use your account;
  3. share, sell or transfer a Webhook Token or execution token, or use anyone else's;
  4. use the Service to provide regulated services to third parties — see §12;
  5. attempt to access another user's data. All server queries are scoped by user; an attempt to cross that boundary is a violation whether or not it succeeds;
  6. exceed or attempt to evade rate limits, quotas, or the per-account connection cap;
  7. reverse engineer, decompile or disassemble any part of the Service, including the EA;
  8. scrape the Service, or access it by automated means outside the documented integration endpoints;
  9. probe, scan or test the vulnerability of the Service, or breach any security or authentication measure;
  10. interfere with or disrupt the Service, its infrastructure, or any other user's use of it;
  11. transmit malware, or any code intended to damage or gain unauthorised access;
  12. frame, mirror, or present the Service as your own;
  13. remove, obscure or alter any proprietary notice;
  14. redistribute market data obtained through the Service
Internal note · COUNSELthe economic-calendar feature proxies a third-party feed through our server and internal notes record an unresolved resale-ToS caveat; price data originates from your own Broker. Both need a redistribution assessment.

; 15. use the Service to solicit our users to a competing service; 16. use the Service for any unlawful purpose, or where its use is unlawful where you are; 17. misrepresent your identity, your authority over a Broker account, or your regulatory status.

We may suspend or terminate immediately for breach of this section.

9. Authorized brokerage account use

You may connect only Broker accounts that you legally own, or over which you hold formal, Broker-granted trading authority — for example a Limited Power of Attorney or an authorised sub-login issued by the Broker.

You must not connect an account using another person's credentials, or connect an account you are not entitled to trade.

We may require proof of ownership or authority at any time, and may suspend or terminate immediately if it is not provided.

This clause exists because nothing in the software prevents you installing the EA on someone else's terminal. Doing so may expose you — and us — to serious regulatory consequence.

10. Prop firm and evaluation accounts

If you connect a proprietary-trading-firm or evaluation account, you alone are responsible for compliance with that firm's rules. We do not guarantee that the Service, the EA, or any automation is permitted by your prop firm. We are not liable for rule breaches, disqualification, failed evaluations, lost funding, or withheld payouts.

11. Broker terms are your responsibility

You are responsible for ensuring that automated order routing is permitted by your Broker's own terms of service and by any applicable exchange or market-data rules.

We may discontinue support for any Broker integration at any time, including where a Broker changes its terms or withdraws access. We will give reasonable notice where we can.

If your relationship with a Broker ends, you must disconnect it from the Service promptly.

Internal note · COUNSELour own compliance tracker records "Does automated order routing via the EA comply with that broker's ToS?" as an unanswered P0 question. Counsel should advise whether this responsibility can sit with the user, and what we must independently verify — in particular MetaQuotes' policies on Expert Advisors, and whether any Broker prohibits EA-driven automation.

12. Self-directed use; prohibited third-party services

The Service is for self-directed use only. It is not a managed-account service, and we are not a registered investment adviser.

(a) No personalised human operation. No third party may operate, configure, or direct your account for you — including setup, strategy configuration, parameter selection, or individualised recommendations — regardless of how it is delivered.

(b) No credential sharing. You must not share your NixoraTrade login, your Webhook Token, or your Broker credentials with any third party for the purpose of setting up or operating your account.

(c) No managed, concierge or "done-for-you" services. You must not use the Service as part of any managed account, concierge setup, or done-for-you offering.

(d) No performance-based compensation. No third party may be compensated by profit share, revenue share, or any performance-based arrangement tied to your trading through the Service. Fees owed directly to a prop firm or evaluation-program operator are excepted.

(e) Independent judgment required. You must retain discretion over what you select, authorise and configure. You may not delegate that judgment to a person providing you personalised services.

(f) What is permitted. Standardised third-party software, algorithmic tools and signal services offered on the same terms to all their subscribers — delivered by webhook, API or import — are permitted. You select, configure, authorise, review, monitor and disconnect any such service, and you are responsible for every resulting trade.

(g) Education is permitted. General education, tutorials, documentation, worked examples and non-personalised guidance are permitted, including for a flat fee. They must not become personalised direction of an individual's account.

(h) Trade sharing. If you use the Telegram, Discord or email delivery features to publish your trades to a channel, you are responsible for the regulatory character of that channel.

Internal note · COUNSELwhether to prohibit outright the operation of a paid public subscriber channel through this feature, or to condition it on the user's own licensing. This is a real product feature — our server posts trade content to a channel the user controls — and it is the most likely route by which the Service could be drawn into signal-provision or copy-trading analysis.

(i) No claimed endorsement. No third party may represent that we authorise or endorse their personalised or managed services.

(j) Enforcement. We determine compliance with this section in our reasonable discretion, may prohibit any integration, and may suspend or terminate an offending account without refund.

13. Your responsibilities

You are solely responsible for:

14. Local-first data — your backup is your responsibility

Read this carefully. It has no equivalent in most software you use.

Your annotations, knowledge base, backtest and live journals, notes, attachments and pasted screenshots are stored in your browser on your own device, not on our servers.

This means:

We are not liable for loss of User Content stored on your device.

15. AI assistant

The Service includes an optional AI assistant.

Internal note · VERIFYmodels in production — the code path uses `@cf/zai-org/glm-4.7-flash`, with `@cf/meta/llama-3.1-8b-instruct-fast` for the rephrase and strategy-drafting features. Internal note · COUNSELCloudflare's Workers AI terms govern whether inputs may be used for model improvement. This must be read and reflected, not assumed.

16. Third-party services and integrations

The Service integrates with, links to, or embeds third-party services including Brokers, TradingView, YouTube, and an economic-calendar data provider. We do not control them, we make no warranty about them, and we are not responsible for their content, availability, accuracy, security or privacy practices. Your use of them is at your own risk and under their own terms.

Independence. We are not affiliated with, endorsed by, sponsored by, or authorised by MetaQuotes Software Corp., MetaTrader, TradingView, or any Broker or platform named in the Service, unless expressly stated. Technical compatibility does not imply partnership or endorsement. All trademarks are the property of their respective owners.

17. Intellectual property

Ours. The Service, the application, the EA, the documentation, and all improvements to them are owned by Nixora and protected by intellectual property law. Our name, logo, marks and the look and feel of the Service are protected by trademark and trade-dress law.

Yours. You retain ownership of your User Content. Because most User Content is stored on your own device and never reaches us, we claim no licence over it.

The narrow licence you do grant. For the limited categories of data that do reach our servers (see the Privacy Policy), you grant us a non-exclusive, royalty-free licence to host, process and transmit that data solely to operate the Service for you, and to create de-identified and aggregated statistics that cannot identify you or your trading. That is the whole of it. We do not claim ownership of your ideas, feedback, strategies or improvements.

Feedback. If you send us feedback, we may use it to improve the Service without obligation to you. You keep any rights you have in it.

Internal note · VERIFYthird-party open-source licences bundled or loaded at runtime — KLineChart, pdf.js, React, the TradingView widgets — and whether attribution is required on a published notices page.

18. Fees, billing and cancellation

Internal note · COUNSELentire section. **No payment processing exists in the codebase today** — there is no Stripe or other payment integration wired in. Subscription terms, renewal, taxes, price changes and refunds must all be drafted before any charge is taken. A "no refunds" position is available in the United States; do not adopt it without counsel confirming state-law consumer exceptions.

19. Availability — no service level

Internal note · VERIFYconfirm no uptime or support promise has been made in marketing copy, a pricing page, a sales conversation, or bootcamp material — a promise made elsewhere can override this section.

20. Disclaimer of warranties

THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. To the fullest extent permitted by law we disclaim all warranties including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quality and quiet enjoyment.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. You are solely responsible for determining whether the Service achieves your intended results.

Some states do not allow the exclusion of implied warranties; those exclusions may not apply to you. Nothing here excludes liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot lawfully be excluded.

21. Limitation of liability

(a) To the fullest extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, enhanced or punitive damages, or for lost profits, lost trading opportunity, lost revenue, lost goodwill, or loss or corruption of data, whether or not the possibility was known.

(b) Cap. Our total aggregate liability arising out of or relating to the Service is limited to the fees you paid us in the three (3) months immediately preceding the event giving rise to the claim.

Internal note · COUNSELthe cap. Note the commercial reality being priced — a defect in this system can cause a direct trading loss: an order not delivered, delivered twice, or an exit that expired before reaching the Broker. Our engineering history contains real instances of each class. Note also that users on a free tier would have a cap of zero.

(c) We are not liable for loss arising from your breach of these Terms, your own configuration, your reliance on the Service or on any third party, failures of third-party hardware, software or services, or the acts or omissions of any Broker.

(d) Jury trial waiver. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY on any claim arising out of or relating to these Terms.

(e) New Jersey residents: the cap in (b) does not apply; our liability is limited only to the minimum permitted by New Jersey law.

(f) These allocations of risk are deliberate and are reflected in the price of the Service.

22. Indemnification

You will defend, indemnify and hold harmless Nixora, its affiliates, and their officers, directors, employees and agents from any third-party claim and resulting loss arising from: your breach of these Terms (particularly §9 and §12); your infringement of a third party's rights; your use of the Service, including your User Content, your use of credentials, and any claim brought by a Broker, exchange, prop firm or regulator concerning your trading, connectivity or compliance.

We will notify you promptly, and may assume exclusive defence at our own expense. You may not settle any claim in a way that binds us without our written consent.

23. Suspension and termination

By you. You may stop using the Service at any time, and you may close your account yourself from Profile → Privacy & Data → Close account. Closure requires your password and a typed confirmation because it cannot be undone.

By us. We may suspend or terminate immediately for: breach of these Terms (particularly §9 and §12); a law-enforcement or regulatory request; fraudulent or unlawful activity; a technical or security issue; non-payment; or discontinuation of the Service.

What termination does and does not do. Termination stops server-side execution. It does not by itself close positions already open at your Broker, cancel resting Broker-side orders, or stop an EA running on your own machine. You must do those things at your Broker and on your own machine.

Data on termination. Closing your account erases everything our servers hold about you — see Privacy Policy §8.1 for the full list. Work stored in your own browser is on your device and is not touched by closure.

Survival. §§7, 14, 17, 20, 21, 22, 24 and 25 survive termination, along with any accrued payment obligation.

24. Governing law, arbitration, and class-action waiver

Governing law. These Terms are governed by the laws of the State of Delaware and applicable federal law, without regard to conflict-of-laws rules.

Informal resolution first. Before starting arbitration, the parties will attempt in good faith to resolve the dispute informally for at least 30 days after written notice.

Binding arbitration. Except where prohibited by law, any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable Consumer or Commercial Rules, before a single arbitrator, seated in New Castle County, Delaware, or conducted remotely.

Class-action waiver. To the fullest extent permitted by law, disputes will be arbitrated only on an individual basis. No class, collective, consolidated or representative proceeding is permitted.

Limitations period. No dispute may be commenced more than two (2) years after the cause of action arose.

Court proceedings. Either party may bring an action solely to compel arbitration or to confirm, modify or vacate an award. If the arbitration provision is held unenforceable in whole or part, the remaining disputes will be decided exclusively by the state or federal courts in New Castle County, Delaware, and the parties consent to personal jurisdiction there.

Internal note · COUNSELentire section, including whether a small-claims carve-out and an arbitration opt-out window should be offered — several US courts weigh their presence when assessing enforceability.

25. General

Changes. We may modify these Terms by posting a revised version and updating the "Last updated" date. We will give reasonable notice of material changes in the application or by email. Continued use after the effective date is acceptance. If you do not agree, stop using the Service.

Internal note · VERIFYthere is no stored record of which terms version an account accepted, and no in-app acceptance UI. If counsel requires re-acceptance on material change, it must be built.

Entire agreement. These Terms and the documents they incorporate are the entire agreement and supersede all prior understandings.

Assignment. We may assign these Terms; you may not without our consent.

Severability. If any provision is unenforceable, it is severed and the rest continues.

No waiver. A failure to enforce is not a waiver.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, government action, pandemic, strikes, and failures of power, communications or third-party infrastructure.

Independent contractors. Nothing creates an agency, partnership or joint venture.

No third-party beneficiaries.

Notices. To us: support@nixorasys.com, or by post to the address in §29. To you: the email address on your account.

26. Geographic scope — United States

The Service is offered only in the United States.

The Service is not offered to, and may not be used by, residents of the European Economic Area or the United Kingdom. We make no representation that the Service is appropriate or available for use outside the United States. If you access the Service from elsewhere you do so on your own initiative and are responsible for compliance with local law.

Internal note · COUNSELthe enforceability of a territorial exclusion depends on it being **operationally real**, not merely stated. It is not currently enforced in the product — signup performs no jurisdiction check. If this clause is retained, a check must be built, and marketing must not target the excluded regions.

27. California residents

California residents may direct complaints or pricing enquiries to support@nixorasys.com or to the postal address in §29. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Sacramento, CA 95834, telephone (916) 445-1254 or (800) 952-5210.

28. Contact

Support and legal notices: support@nixorasys.com Privacy and data requests: admin@nixorasys.com Telephone: +1 302 207 9414 Post: Nixora Systems, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States