Trading-specific terms.

Liability cap and exclusions

To the maximum extent permitted by applicable law, W.S. Trading Co.’s aggregate liability to any individual licensee arising out of or related to the WS Terminal software, these Trading Terms, the underlying Terms of Service, or any other Service offered by W.S. Trading Co. shall not exceed the greater of (a) one hundred U.S. dollars ($100), or (b) the total fees paid by that licensee to W.S. Trading Co. for WS Terminal in the twelve (12) months immediately preceding the event giving rise to the claim.

W.S. Trading Co. is not liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, including lost profits, lost trading opportunities, lost data, or brokerage account losses, even if W.S. Trading Co. has been advised of the possibility of such damages. This limitation applies regardless of the legal theory under which the claim is brought (contract, tort, statute, or otherwise) and survives termination of the license.

W.S. Trading Co. is not liable for any losses, missed trades, unintended fills, or other adverse outcomes resulting from: brokerage outages; data feed gaps; network failures; exchange halts or limit-up / limit-down events; software updates or configuration changes by the licensee; the licensee’s failure to monitor the software during operation; the licensee’s configuration of any parameter; or any third-party service the licensee chooses to integrate with WS Terminal. The specific failure modes are catalogued in Disclaimer § 04.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any exclusion or limitation in this § 01 is found unenforceable under such law, that exclusion or limitation shall be enforced to the maximum extent permitted by such law, and the remaining provisions of this § 01 shall continue in full force and effect.

Binding individual arbitration. Class-action waiver.

Mandatory binding individual arbitration. Any dispute, claim, or controversy arising out of or relating to WS Terminal, these Trading Terms, the Terms of Service, the Disclaimer, the Refund Policy, the Privacy Policy, or W.S. Trading Co.’s products or services, whether arising in contract, tort, statute, common law, or otherwise, shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect, except as modified by these Trading Terms. The arbitration shall be conducted by a single arbitrator. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration clause, including any claim that all or any part of this clause is void or voidable. The arbitrator’s decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Seat and procedure. The arbitration shall be conducted by documents-only or by videoconference at the election of the licensee unless the claim amount exceeds the AAA’s threshold for an in-person hearing or the arbitrator orders otherwise for good cause. If an in-person hearing is held, the seat of arbitration shall be the county in South Carolina in which W.S. Trading Co. maintains its principal place of business; the licensee may also request that the hearing be held in the county and state of the licensee’s residence, and the arbitrator shall consider that request based on the relative convenience, expense, and access to evidence.

Class-action waiver. The licensee and W.S. Trading Co. each waive any right to a jury trial and any right to participate in a class action, collective action, consolidated arbitration, mass arbitration, or representative proceeding against the other. Disputes shall proceed only on an individual basis. The arbitrator shall not have authority to consolidate the claims of multiple licensees, to preside over any form of class or representative proceeding, or to award class-wide or representative relief. If this class-action waiver is found unenforceable as to any particular dispute, then the entire arbitration clause in this § 02 shall be severable as to that dispute and that dispute shall be resolved in court under the governing-law and forum provisions below.

Exceptions. Notwithstanding the foregoing, either party may bring an individual claim in small-claims court for matters within that court’s jurisdiction (provided the claim is brought on an individual, non- representative basis), and either party may seek equitable or injunctive relief in any court of competent jurisdiction to protect its intellectual property, its confidential information, or its trade secrets pending the outcome of arbitration.

Costs. The licensee’s share of AAA filing fees, administrative fees, and arbitrator compensation shall be capped at the equivalent amount the licensee would pay to file a comparable claim in the state court in the licensee’s home county. W.S. Trading Co. will pay any portion of those fees that exceeds that cap, regardless of outcome. The arbitrator may award attorneys’ fees and costs to a prevailing party only to the extent expressly permitted by applicable substantive law.

Governing law and forum for non-arbitrable matters. These Trading Terms and any dispute that is not subject to arbitration under this § 02 (including, without limitation, enforcement actions on intellectual property and the small- claims carve-out above) shall be governed by the laws of the State of South Carolina, without regard to its conflict-of-laws principles. The exclusive forum for any such non-arbitrable dispute is the state and federal courts located in the county in South Carolina in which W.S. Trading Co. maintains its principal place of business, and the licensee consents to personal jurisdiction in those courts.

Right to opt out of arbitration. A licensee may opt out of this arbitration clause by sending written notice to [email protected] with the subject line Arbitration Opt-Out, within thirty (30) days of first accepting these Trading Terms. The notice must include the licensee’s name, the email address on the license, and a clear statement of the intent to opt out. Opting out does not affect any other provision of these Trading Terms; the class-action waiver in particular continues to apply.

Risk disclosures incorporated by reference

The licensee acknowledges that, before any live-trading session, they have completed the in-application live-trading acknowledgment in WS Terminal, which records each acknowledgment to W.S. Trading Co.’s audit log. Those in-application acknowledgments include, without limitation:

• Acknowledgment that WS Terminal is software, not investment advice or a personalized recommendation, and that W.S. Trading Co. is not registered as a Commodity Trading Advisor, an NFA member, an Investment Adviser, or a fiduciary;
• Acknowledgment that futures trading involves substantial risk, that the licensee may lose all funds in the connected brokerage account, and that in some circumstances the licensee may lose more than the initial deposit;
• Acknowledgment that order fill quality, slippage, broker outages, data feed gaps, network failures, exchange halts, and similar market conditions are outside W.S. Trading Co.’s control;
• Acknowledgment that hypothetical and backtested performance results have inherent limitations and do not predict future results, with the verbatim NFA Compliance Rule 2-29(c)(1) disclaimer text shown in the application and on the public website wherever hypothetical performance is referenced (full text at Disclaimer § 03);
• Acknowledgment that the licensee is solely responsible for the parameters configured, the orders the bot places under those parameters, monitoring the software during operation, and disabling the software when conditions warrant (full scope at Disclaimer § 05);
• Where applicable, an additional auto-start acknowledgment consenting to live trading on every future application launch without per-launch confirmation, valid until the licensee disables auto-start, switches the IBKR port back to paper, or deactivates the license.

The audit log records: the canonical text SHA-256 hash, the timestamp, the licensee’s IP address and user agent, the IBKR port configured at consent time, the list of clauses checked, the software version, and (for the auto-start variant) the prior acknowledgment identifier. This record is retained for at least seven (7) years following the expiration or termination of the licensee’s license.

The licensee further acknowledges that the disclosures in the Disclaimer — including the verbatim NFA Compliance Rule 2-29(c)(1) hypothetical-performance disclosure and the supplemental disclosure for systems with limited actual trading history — supplement these Trading Terms and are binding on the same basis.

How the licensee accepts these Trading Terms

The licensee accepts these Trading Terms by: (a) accepting the Terms of Service when installing WS Terminal or signing in with Whop; (b) completing the in-application live-trading acknowledgment modal before initiating any live brokerage session; or (c) continuing to use WS Terminal after these Trading Terms are amended and the licensee is notified (notice may be by in-application banner, dashboard prompt, email to the address on the license, or any combination of those).

W.S. Trading Co. may amend these Trading Terms at any time. Material amendments — including any change to the liability cap in § 01, the arbitration commitment or class- action waiver in § 02, or the audit-log retention in § 03 — will be surfaced in WS Terminal as a re-acknowledgment prompt before the next live-trading session. Non-material amendments (typo fixes, reformatting, clarifying examples) will be surfaced via the “Last updated” date at the top of this page.

If a clause is unenforceable

If any provision of these Trading Terms is found unenforceable by a court of competent jurisdiction or an arbitrator, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in full force. The limitation of liability (§ 01), the class-action waiver and arbitration commitment (§ 02), the dispute- resolution and governing-law provisions (§ 02), and the audit- log retention (§ 03) survive termination of the license.

To the extent the class-action waiver in § 02 is found unenforceable as to a particular dispute, the entire arbitration clause shall be severable as to that dispute, and that dispute shall proceed in court under the governing-law and forum provisions of § 02. The remainder of these Trading Terms shall continue to apply.