NeuroTrader AI Terms and Conditions

1.1. Overview. These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“you”, “your”, “User”) and Arileus Intelligence Systems LLC, a company incorporated under the laws of the State of Florida, United States, with registration number 33-4768495 and registered address 1615 S Congress Ave, Suite 103, Delray Beach, FL 33445 (“Company”, “we”, “us”, “our”), governing your access to and use of our website: https://neurotraderai.com/ (the “Website”) and all related software, tools, features, and services made available through it (collectively, the “Service”). The Website and the Service are together referred to as “NeuroTrader AI”.

1.2. Acceptance of Terms. By checking the “Agree” section of the pop-up window, accessing or using the NeuroTrader AI, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any additional terms and policies referenced herein, and the relevant terms and policies of third-party service providers. If you do not agree to these terms in their entirety, you are not authorized to access or use the services.

Our Privacy Policy outlines the processing of any personal data that you provide. We may update the Privacy Policy at any time by posting such updates in the NeuroTrader AI. You will find the complete text of the Privacy Policy by the hyperlinks provided in the NeuroTrader AI. Please read carefully our Privacy Policy which describes the processing of your personal information.

The processing of personal data is not governed by these Terms but rather derives from, and has its legal basis under, applicable data protection laws and regulations. Such processing may, inter alia, be necessary for the performance of an agreement between you and the Company or for taking steps prior to entering into such an agreement. Privacy Policy are provided solely for informational purposes in accordance with applicable privacy laws and regulations.

1.3. Supplemental and Incorporated Terms. Certain features of the Service may be subject to additional posted terms, product descriptions, or disclosures displayed on the relevant page of NeuroTrader AI. Such additional terms are incorporated into and form part of these Terms. In the event of a conflict between these Terms and any feature-specific terms, the feature-specific terms shall prevail for that feature only.

1.4. Definitions. The following definitions apply throughout these Terms:

• “Account” means the registered account you create on NeuroTrader AI by providing credentials in accordance with the applicable registration procedure, which may change from time to time.
• “AI Output” means any signal, score, indicator, analysis, recommendation, projection, or other output generated by the Service’s artificial-intelligence or algorithmic models.
• “Connected Exchange” means a third-party crypto-asset trading platform to which you connect your own account by means of an API key in order to use certain features of the Service.
• “Content” means all information, data, text, graphics, signals, analytics, and other materials made available through NeuroTrader AI.
• “Controlled Live Trading” means the execution of real spot crypto-asset orders on your own Connected Exchange account, within parameters you define, using trade-only API permissions that do not permit withdrawals.
• “Intellectual Property Rights” means all present and future rights in patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights, whether registered or unregistered.
• “Paper Trading” means a simulated trading environment that uses simulated funds only and does not execute real orders or involve real assets.
• “Trading Policy” means the set of rules, approved assets, risk parameters, and limits that you configure and approve, within which any automated feature of the Service may operate.

1.5. Eligibility. To use NeuroTrader AI, you must be at least 18 years old, be of legal age to form a binding contract in your jurisdiction of residence and have full legal capacity. The Service is intended solely for such persons and is not directed to any person under 18. By using the Service, you represent and warrant that you meet these requirements and that you are not barred from using the Service under the laws of any applicable jurisdiction. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “User”, “you” and “your” refer to both you and that entity.

1.6. Availability and Geographical Restrictions. NeuroTrader AI is made available on a cross-border basis, but is not directed to, or intended for use by, any person in any jurisdiction where the provision or use of the Service, or any feature of it, would be contrary to applicable law or would require the Company or the User to obtain any license, registration, or authorization not held. The Service is not an offer, solicitation, or inducement to any person in any jurisdiction in which such an offer would be unlawful. You are solely responsible for ensuring that your access to and use of the Service is lawful in the jurisdiction in which you are located or resident.

1.7. Prohibited Jurisdictions. Without limiting the foregoing, the Service is not offered to, and may not be accessed by, any person located in, under the jurisdiction of, or ordinarily resident in (i) the European Economic Area (the “EEA”), or (ii) any Sanctioned Jurisdiction as defined in Section 12 (together, the “Prohibited Jurisdictions”). The Company may employ technical measures, including IP blocking and geo-filtering, to enforce these restrictions, but does not warrant that such measures are exhaustive. By accessing NeuroTrader AI, you represent and warrant that you are not located in, controlled by, or resident of any Prohibited Jurisdiction, and that you will not access the Service by means of any VPN, proxy, or other method intended to disguise your location. Any such circumvention is a material breach of these Terms and may result in immediate suspension or termination of your Account. The Company disclaims all liability for losses arising from prohibited access.

1.8. Local Law and Consumer Protection. Where you access the Service as a consumer, your use is additionally subject to the mandatory consumer-protection and other mandatory laws of your country of residence that cannot be excluded by agreement (“Local Mandatory Law”). Nothing in these Terms limits or excludes any right or protection afforded to you under Local Mandatory Law, and to the extent any provision of these Terms conflicts with Local Mandatory Law applicable to you, that provision applies to you only to the maximum extent permitted by such law. The Company may publish supplemental or country-specific terms that apply to Users in particular jurisdictions; such supplemental terms form part of these Terms for those Users and prevail in the event of conflict to the extent required by Local Mandatory Law.

2.1. Software-Only Service. NeuroTrader AI is a non-custodial software platform that provides artificial intelligence based financial intelligence, analytics, and execution-support tools for spot crypto-assets. The Service is a technology tool only. The Company does not provide, and nothing in the Service constitutes, brokerage, dealing, exchange, custody, money-transmission, investment-management, investment-advisory, or any other regulated financial service. The Service analyzes market data, generates AI Output, and, where and only where you expressly enable it, supports the transmission of orders that you have authorized to your own Connected Exchange. At all times you, and not the Company, make and are responsible for your trading decisions.

2.2. Operating Modes. The NeuroTrader AI operates in three distinct modes, which you select and control. In every mode, all signals, analyses, and outputs are general information only, are not personal recommendations or investment advice, and any decision to act on them is made by you:

• AI Auto (user-directed automation). After you configure and approve your Trading Policy, the NeuroTrader AI may transmit orders to your Connected Exchange automatically, strictly within the approved assets, parameters, and risk limits you have pre-set. The NeuroTrader AI cannot exceed those limits, add assets outside your selection, increase your risk settings, withdraw or transfer funds, or trade unsupported asset classes. You may pause or stop automation at any time using the kill switch.
• AI Assist (you decide each action). The NeuroTrader AI surfaces opportunities and explains its reasoning, but does not act on its own. No order is prepared for submission or transmitted unless and until you affirmatively confirm that specific order. Absent your confirmation, no order is placed.
• AI Manual (research only). The Service provides signals, data, and analysis only. It takes no trading action of any kind, and does not transmit any order.

2.3. No Custody. The Company does not at any time receive, hold, pool, control, direct, or custody your funds or crypto-assets. Your assets remain in your own Connected Exchange account at all times. Controlled Live Trading is performed solely through trade-only API permissions that do not permit withdrawals or transfers of assets away from your exchange account. Any movement of funds or assets occurs directly between you and your Connected Exchange or your payment provider. The Company is never in the flow of funds.

2.4. Changes to the Service. The Company may, at its sole discretion, modify, update, suspend, or discontinue any aspect of the Service at any time, with or without notice, and may deploy bug fixes, patches, and improvements (“Updates”) that may materially alter functionality. Such Updates automatically form part of the Service under these Terms. Your continued use after any change constitutes acceptance of the modified Service.

2.5. No Guarantee of Availability. The Service is provided on an “as available” basis. We do not warrant that the Service, any AI Output, or any order transmission will be available, timely, uninterrupted, or error-free, and we are not liable for any missed opportunity, delayed or failed order, or loss resulting from unavailability, latency, or technical failure of the Service or of any Connected Exchange, market-data provider, or other third party.

3.1. Registration. You must provide accurate, current, and complete information when creating your Account, by means provided on NeuroTrader AI, and keep it updated. We may require verification of your identity or eligibility and may refuse, suspend, or terminate registration at our discretion where permitted by law.

3.2. Account Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, devices, and API keys, and for all activity that occurs under your Account. You agree to:

• use strong, unique credentials and enable any available multi-factor authentication;
• restrict every Connected Exchange API key to trade-only permissions, without withdrawal or transfer rights;
• monitor your Account and Connected Exchange activity regularly;
• log out from shared or public devices; and
• notify us immediately, and revoke or rotate any affected API key, upon becoming aware of any unauthorized access or security breach.

3.3. No Liability for Compromise. The Company disclaims all liability for losses arising from your failure to secure your Account, credentials, devices, or API keys, from phishing or social-engineering attacks, or from any act or omission of a Connected Exchange. We may, but are not obliged to, suspend activity or drop an API connection where we reasonably suspect compromise, fraud, or a security risk.

3.4. Electronic Communications. By creating an Account, you consent to receive electronic communications from us, including transactional and Account related notices and, where permitted, promotional communications. Consent to promotional communications is not a condition of using the Service, and you may opt out at any time. Opting out does not apply to communications necessary to provide the Service.

4.1. Your Exchange Relationship. Controlled Live Trading requires you to connect your own account at a Connected Exchange. That account belongs to you and is governed exclusively by your agreement with the Connected Exchange. You are responsible for maintaining that account in good standing, for complying with the Connected Exchange’s terms and rules, and for any fees, taxes, or losses arising there. The Company is not a party to, and assumes no responsibility for, your relationship with any Connected Exchange.

4.2. API Connections. By providing an API key, you authorize the Service to transmit orders and read account and market data on your behalf, strictly within the permissions you grant. You represent that you are authorized to connect the relevant account. We may drop or suspend an API connection at any time for security, operational, or compliance reasons, or where a Connected Exchange changes or restricts its API.

4.3. Third-Party Dependencies. The NeuroTrader AI relies on and integrates with third parties, including Connected Exchanges, market-data providers, cloud infrastructure, and payment processors. Use of such features is subject to those third parties’ terms, and we are not responsible for their content, availability, accuracy, security, acts, or omissions. A suspension, outage, or restriction affecting a Connected Exchange or other third party may impair or suspend the Service, and we are not liable for any resulting loss.

4.4. Third-Party Links. The NeuroTrader AI may contain links to third-party websites or resources that we do not own or control. We do not endorse or assume responsibility for their availability, accuracy, legality, or practices, or for any transaction between you and such third parties. You access them at your own risk.

5.1. General. By using NeuroTrader AI, you agree to the following, compliance with which is a condition of your continued access:

• Lawful Use: You shall use the NeuroTrader AI exclusively for lawful purposes and in full compliance with these Terms and all applicable laws and regulations, including those of your jurisdiction of residence and of any Connected Exchange.
• No Market Abuse: You shall not use the NeuroTrader AI to engage in market manipulation, wash trading, spoofing, layering, insider dealing, or any activity that is unlawful or prohibited on a Connected Exchange or under applicable law.
• Preservation of System Integrity: You shall not harm, disable, overburden, or impair the NeuroTrader AI’s infrastructure, including through denial-of-service attacks, malware, or interference with its performance.
• Unauthorized Access Prohibition: You shall not attempt to gain unauthorized access to the NeuroTrader AI, its systems, networks, or any data you are not permitted to access.
• No Endorsement; Proprietary Notices: You shall not imply Company endorsement without authorization, nor remove, alter, or obscure any copyright, trademark, or proprietary notices.
• Anti-Phishing: You are prohibited from creating fake websites, emails, or social-media accounts mimicking the Company or NeuroTrader AI to deceive users into providing credentials or payment details.
• Scraping Prohibition: You shall not use bots, crawlers, scripts, or other automated tools to extract or replicate data from the NeuroTrader AI without prior written consent, or bypass technical safeguards such as rate limits or CAPTCHA.
• No Reverse Engineering: You may not reproduce, distribute, modify, decompile, reverse engineer, disassemble, or create derivative works of any part of the NeuroTrader AI, except to the extent this restriction is prohibited by applicable law.
• No Account Sharing or Transfer: Your Account is personal to you. You may not share credentials, or sell, assign, or transfer your Account or any license, without our prior written consent.
• No Circumvention: You shall not access the NeuroTrader AI from a Prohibited Jurisdiction or use any means to disguise your location or identity.

5.2. Consequences of Breach. Failure to comply may result in immediate suspension or termination of your access to the NeuroTrader AI. The Company may use the following measures to address the breach of these Terms:

• technical measures to prevent further violations;
• disclosure of your identity and activities to law enforcement, regulators, or harmed third parties;
• civil claims;
• criminal prosecution; and
• regulatory penalties.

The Company reserves the right to recover all reasonable costs incurred in enforcing these Terms, including investigation fees, legal expenses, and damages.

6.1. Not a Regulated Financial Service. You acknowledge and agree that the Company is a technology provider only. The Company is not, and does not act as, a broker, dealer, broker-dealer, investment adviser, financial adviser, commodity trading advisor, commodity pool operator, futures commission merchant, exchange, alternative trading system, money services business, money transmitter, or custodian, and is not registered in any such capacity with the U.S. Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Financial Crimes Enforcement Network (FinCEN), any state regulator, or any other regulatory authority. Nothing on or through the NeuroTrader AI constitutes investment, financial, legal, tax, accounting, or trading advice, or a recommendation, solicitation, inducement, or offer by the Company to buy, sell, or hold any crypto-asset or to enter into any transaction. The NeuroTrader AI does not provide personalized recommendations as all AI Output is general, informational, and non-tailored, and does not take into account your personal circumstances, objectives, or risk tolerance.

6.2. User Responsibility for Regulatory Status. The regulatory treatment of crypto-assets and of tools such as the NeuroTrader AI varies by jurisdiction and is evolving. You are solely responsible for determining whether your use of the NeuroTrader AI, and any activity you conduct through it, is lawful in your jurisdiction and complies with all laws applicable to you. If any feature of the NeuroTrader AI would require you or the Company to hold a license, registration, or authorization in your jurisdiction, or would otherwise be unlawful in your jurisdiction, you must not use that feature and must notify the Company. You agree that you use the Service on your own initiative and at your own risk.

6.3. Non-Custodial and User-Directed. You retain full ownership and control of your funds and crypto-assets at all times, and full control over your Trading Policy and each operating mode. Any automation operates only within the parameters you have approved in advance, references the specific Trading Policy version in effect, and can be paused or stopped by you at any time. You acknowledge that when you enable AI Auto, orders may be transmitted without a separate confirmation for each order, and you accept responsibility for all such orders executed within your approved parameters.

6.4. Nature and Limits of AI Output. AI Output is generated by algorithmic and machine-learning models that are probabilistic and inherently limited. AI Output may be incorrect, incomplete, delayed, biased, or unexpected. AI Output may fail to identify opportunities or risks and may act, or fail to act, in ways you did not anticipate. Models rely on historical and third-party data that may be inaccurate or unavailable. You must not rely on AI Output as the sole basis for any decision, and you remain solely responsible for evaluating all information and for every trading decision you make or authorize.

6.5. Trading and Market Risk. You expressly acknowledge and assume the following risks, which are not exhaustive:

• Volatility and Loss of Capital. Crypto-asset prices are highly volatile. The value of your assets may fluctuate significantly, and you may lose part or all of your capital. You should not trade with funds you cannot afford to lose.
• No Guaranteed Results. Past performance is not indicative of future results. Simulated or Paper Trading results are hypothetical, do not represent real trading, and do not account for market conditions such as liquidity and slippage. No result, profit, or performance is promised or guaranteed.
• Execution Risk. Orders may be delayed, partially filled, filled at unfavorable prices, or not filled at all, due to market conditions, latency, or the acts or outages of a Connected Exchange. The Company does not control order matching or execution, which occur on the Connected Exchange.
• Novel Technology Risk. Crypto-assets and the underlying distributed-ledger technology are new, rapidly developing, and not fully tested, and may be subject to operational, protocol, cybersecurity, and other risks that are not fully known or understood, including risks that may emerge in the future.
• Regulatory Risk. Changes in law, regulation, or enforcement, or actions by a Connected Exchange or other third party, may adversely affect the Service, your access to it, or the value or transferability of your crypto-assets.
• Liquidity and Counterparty Risk. A Connected Exchange may become illiquid, insolvent, suspend withdrawals, be hacked, or otherwise fail. Such risks relate to the Connected Exchange and not to the Company, which never holds your assets.

6.6. Independent Judgment. You should seek independent financial, legal, and tax advice before using the NeuroTrader AI or trading crypto-assets. Your decision to use the Service and to trade is made solely in reliance on your own judgment and not on any statement by the Company.

6.7. Non-Custodial Software and No Financial Services. The Company provides non-custodial software only. The Company does not take custody, possession, or control of User funds or crypto-assets at any time, does not hold, pool, transmit, exchange, convert, or transfer value on behalf of any User, and does not operate as a money transmitter, money services business, virtual asset service provider, crypto-asset service provider, exchange, or custodian under the laws of any jurisdiction. All transactions occur directly between you and your own Connected Exchange, over which the Company exercises no control. You are solely responsible for any registration, licensing, reporting, tax, or other compliance obligation arising from your own trading activity, and you acknowledge that the Company performs none of the regulated functions described above on your behalf.

7.1. Your Content. The NeuroTrader AI allows you to create limited content such as trading preferences, strategies, portfolio settings, and notes (“User Content”). The NeuroTrader AI does not host public, user-generated content and is not a publishing or social platform. You retain ownership of your User Content and grant the Company a non-exclusive, worldwide, royalty-free license to host, process, and use it solely to operate, secure, and improve the NeuroTrader AI.

7.2. Responsibility. You are responsible for your User Content and represent that it does not infringe the rights of any third party or violate any law. We may remove or restrict User Content that violates these Terms.

8.1. Company Ownership. NeuroTrader AI, including all models, interfaces, algorithms, indexes, source and object code, and other software developed by the Company, together with all associated features, functionality, and tools, is protected by copyright, trademark, patent, trade-secret, and other intellectual-property laws of the United States and other jurisdictions. The Service and all related Intellectual Property Rights are and remain the exclusive property of the Company and its licensors.

8.2. Limited License. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal, non-commercial purposes. No other rights are granted, and all rights not expressly granted are reserved.

8.3. Trademarks. The company name, the term “NeuroTrader AI”, the company logo, and all related names, logos, product and service names (including any “TM”-marked features), designs, and slogans are trademarks of the Company or its affiliates or licensors. You may not use them without our prior written permission. All other marks are the property of their respective owners.

8.4. Feedback. Any feedback, ideas, or suggestions you provide regarding the NeuroTrader AI may be used by the Company for any purpose without any obligation or compensation to you.

9.1. Fees and Plans. The Service may be offered on free and paid subscription tiers, including limited-access tiers and prepaid “Founder Circle” memberships. The available subscription plans, their features and functionality, applicable limits, billing periods, and prices are those described and displayed on the relevant pricing and subscription pages of the NeuroTrader AI at the time of your purchase, as updated from time to time, and those pages form part of these Terms. By selecting a plan and completing payment, you agree to the fees, features, and limits applicable to that plan as so displayed.

9.2. Billing and Auto-Renewal. Paid subscriptions renew automatically for successive periods equal to the initial term, at the then-current price, unless cancelled before the renewal date. You authorize the Company and its payment processors to charge your designated payment method for all applicable fees on each renewal until you cancel. We may change prices prospectively, where required by law, we will give you advance notice, and price changes take effect at the next renewal.

9.3. Taxes. Unless otherwise stated, all fees are exclusive of taxes. You are responsible for all taxes, including VAT or similar sales taxes, associated with your purchase, except for taxes on the Company’s net income. Where we are required to collect taxes, they will be shown separately on your invoice.

9.4. Cancellation. You may cancel subscription at any time through your Account settings or by contacting support. Cancellation takes effect at the end of the current billing period, and you retain access until then. We do not charge cancellation fees.

9.5. Refunds. For a User’s first subscription purchase, you may request a full refund within 7 (seven) days of that purchase (the “Refund Window”). Refunds are not available where the Company reasonably determines that the request arises from abuse, fraud, or excessive use of the Service, or where prohibited by applicable law. Except within this Refund Window, all fees are non-refundable, and we do not provide refunds, credits, or partial credits for partial subscription periods or unused Services. Founder Circle prepaid memberships are non-refundable once access has been granted, except where a refund is required by applicable law. Nothing in this Section limits any non-waivable statutory right you may have as a consumer under the law applicable to you. Where you purchase a subscription or Founder Circle membership, you expressly request that the Service, or access to it, begins immediately, and you acknowledge that, to the extent you have a statutory right of withdrawal or cancellation under the law applicable to you, that right may be lost or reduced once performance has begun with your consent.

9.6. Referral and Promotional Programs. The Company may operate referral, affiliate, or influencer programs on separate published terms. Participation, eligibility, and any rewards are subject to those program terms and to applicable advertising and consumer-protection laws, including the required disclosure of paid or incentivized promotions.

10.1. Service Provided “AS IS”. The Service and all Content and AI Output are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, the Company disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, and any warranty that the Service or AI Output will be accurate, reliable, error-free, uninterrupted, secure, or free of harmful components, or will achieve any particular result. You are solely responsible for verifying any information before relying on it.

10.2. No Financial Outcome Warranty. Without limiting the foregoing, the Company makes no representation or warranty that use of the Service will be profitable, will avoid losses, or will achieve any particular trading or investment outcome, and expressly disclaims any such warranty.

10.3. Limitation of Liability. To the maximum extent permitted by law, in no event shall the Company or its affiliates, officers, directors, employees, contractors, licensors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, or for any trading or investment losses, arising out of or in connection with the Service, the AI Output, any order or failure to place an order, any inaccuracy in the Content, any third-party act or omission (including any Connected Exchange), or any suspension, modification, or termination of the Service, whether based on contract, tort, negligence, strict liability, or any other theory, and whether or not the Company was advised of the possibility of such damages.

If, notwithstanding the foregoing, the Company is found liable, the Company’s aggregate liability for all claims arising out of or relating to the Service or these Terms shall not exceed the total amount you paid to the Company for the Service in the 12 (twelve) months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages; in those jurisdictions, the above exclusions and limitations apply only to the extent permitted, and nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded or limited under applicable law.

10.4. Basis of the Bargain. You acknowledge that the disclaimers and limitations in this Section are a fundamental basis of the bargain between you and the Company, that the Company would not provide the Service without them, and that they will survive and apply even if any limited remedy is found to have failed of its essential purpose.

10.5. Assumption of Risk and Waiver. By using the Service, you knowingly and voluntarily assume all risks described in Section 6 and elsewhere in these Terms, and, to the maximum extent permitted by law, you irrevocably waive and release the Company from any claim arising from those risks.

11. Indemnification. You agree to indemnify, defend, and hold harmless the Company and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, and employees from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or any incorporated policy, your trading or other activity conducted through the Service, your User Content, your violation of any law or of the rights of any third party, or your use or misuse of NeuroTrader AI. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with the Company’s defense.

12.1. Sanctions Representations. You represent, warrant, and covenant, on a continuing basis, that you are not, and are not owned or controlled by, and are not acting on behalf of, any person that is: (a) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce’s Bureau of Industry and Security, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or any other relevant authority (collectively, “Sanctions”); (b) listed on any sanctions list, including OFAC’s Specially Designated Nationals and Blocked Persons (SDN) List; or (c) located, organized, or resident in a country or territory that is itself the target of comprehensive Sanctions (each a “Sanctioned Jurisdiction”), which currently include Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions.

12.2. Identity Verification (KYC). The Company applies a risk-based approach to compliance consistent with international standards, including the recommendations of the Financial Action Task Force (FATF) and applicable anti-money-laundering and counter-terrorist-financing laws. The Company may, at any time and at its discretion or as required by law, request that you provide identifying information and documentation, including proof of identity, proof of address, source of funds or wealth, and beneficial-ownership information, and may verify such information directly or through third-party providers. The Company may suspend, restrict, or decline to provide the Service, in whole or in part, pending satisfactory completion of such verification.

12.3. Source of Funds Representation. You represent, warrant, and covenant, on a continuing basis, that any funds and crypto-assets you use in connection with the Service are legally owned by you and derived from legitimate sources, and are not the proceeds of, and will not be used for, money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity. You further covenant that you will not use the Service to conceal or disguise the origin, nature, ownership, or control of any funds or assets.

12.4. Compliance Covenant. You covenant that you will not use the Service in any manner that would cause you or the Company to violate any Sanctions or any applicable anti-money-laundering, counter-terrorist-financing, export-control, or anti-corruption law. You agree to provide any information reasonably requested by the Company to verify your compliance.

12.5. Monitoring, Screening, and Reporting. The Company may screen Users against sanctions and other watchlists, monitor use of the Service for compliance purposes, and suspend, restrict, freeze, or terminate access, and make any report to competent authorities, where it reasonably believes such action is necessary or advisable to comply with applicable law. Where permitted by law, the Company is not obliged to notify you of any such report, and you agree that the Company shall have no liability to you for any action taken in good-faith compliance with this Section.

13.1. Modification to Terms. The Company may amend these Terms at any time. The amended Terms will be published on NeuroTrader AI with a revised “Last Updated” date. For material changes, we will provide reasonable prior notice by email or in-Service notice where required by applicable law. Continued use after the effective date constitutes acceptance; if you do not agree, you must stop using the Service.

13.2. Suspension and Termination by the Company. The Company may suspend, restrict, or terminate your access to all or part of the Service, with notice where practicable, if:

• you breach these Terms or the Acceptable Use Policy;
• we are required to do so by law, regulation, or a competent authority;
• we reasonably suspect fraud, market abuse, a security risk, or a sanctions or AML concern;
• a Connected Exchange, payment processor, or other essential third party ceases to support the Service; or
• we discontinue the NeuroTrader AI.

Where the Service is discontinued in whole, we will, where practicable, provide reasonable prior notice, except as prohibited by law or these Terms.

13.3. Termination by User. You may terminate at any time by ceasing use of NeuroTrader AI, disconnecting your API keys, and closing your Account.

13.4. Effect of Termination and Survival. Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive, including Definitions, Intellectual Property, Trading and Risk Disclosure, User Content, Disclaimers and Limitation of Liability, Indemnification, Sanctions and Compliance, Governing Law and Dispute Resolution, and these general provisions, survive termination.

14.1. Governing Law. These Terms, and any dispute arising out of or relating to them or the Service, shall be governed by and construed in accordance with the laws of the State of Florida and the applicable federal laws of the United States, without regard to conflict-of-law principles.

14.2. Informal Resolution. Before commencing any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through negotiation for at least 30 (thirty) days after written notice describing the dispute.

14.3. Binding Arbitration. If the dispute is not resolved informally, it shall be finally resolved by binding arbitration administered by a neutral, nationally recognized arbitration provider (such as the American Arbitration Association) under its applicable consumer or commercial rules then in effect, before a single arbitrator. The seat of arbitration shall be Miami, Florida, and the proceedings shall be conducted in English. The arbitrator shall have authority to rule on their own jurisdiction and on the arbitrability of any claim. Judgment on the award may be entered in any court of competent jurisdiction.

14.4. Class-Action Waiver. To the maximum extent permitted by law, all disputes shall be resolved on an individual basis only. You and the Company waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding.

14.5. Small Claims and Injunctive Relief. Either party may bring an individual claim in a small-claims court of competent jurisdiction. The Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or the integrity of the Service.

14.6. Consumer Rights. If you are a consumer, nothing in this Section deprives you of the protection of any mandatory provision of the consumer-protection law of your jurisdiction of residence that cannot be derogated from by agreement, nor of any right to bring proceedings in a court having mandatory jurisdiction over you.

14.7. Time Limit for Claims. To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be commenced within 1 (one) year after the cause of action accrues, except where a longer period is required by mandatory law, otherwise it is permanently barred.

15.1. Notices. The Company may give notice by email to the address associated with your Account, by posting on NeuroTrader AI, or through other appropriate channels. Email notices are deemed received on the date of transmission. You may contact us at support@neurotraderai.com.

15.2. Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and, to that extent, severed, and the remaining provisions shall continue in full force and effect.

15.3. Entire Agreement. These Terms, together with the Privacy Policy, Risk Disclosure, and any documents expressly incorporated by reference, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements on that subject.

15.4. Assignment. The Company may assign or transfer these Terms, in whole or in part, without notice. You may not assign or transfer any rights or obligations under these Terms without our prior written consent, and any purported assignment in violation of this Section is void.

15.5. No Waiver. The Company’s failure to enforce any provision is not a waiver of that or any other provision.

15.6. No Agency. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company.

15.7. Force Majeure. The Company is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor conditions, governmental action, internet or utility failures, cyberattacks, or failures of Connected Exchanges or other third parties.

15.8. Headings and Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.

15.9. Language. These Terms are drafted in English, which is the controlling language; any translation is provided for convenience only.

15.10. Contact and Support. Support inquiries and questions regarding these Terms may be directed to support@neurotraderai.com or through the support channels available on NeuroTrader AI.