Terms of Service

Welcome to QuantM Alpha. These Terms of Service govern your use of our website and services offered by QuantM Alpha Inc., a Panama International Business Company located at Advanced Tower, 1st Floor, Panama City, Panama, Company №: 155761151, hereinafter referred to as "Company" and/or "the Company" and/or "QuantM Alpha," and/or "we", and/or "our", and/or "us" and you, hereinafter referred to as "Customer", and/or "you", and/or "your".

This Automated Trading Software Services Agreement ("Agreement") is made by and between QuantM Alpha and the undersigned Customer ("Customer"). By accessing or using the Company's automated trading software and services ("Services"), the Customer signifies that they have read, understood, and agree to be bound by this Agreement in its entirety. If the Customer does not agree, they are not authorized to use the Services. Access to and use of the Services is conditioned upon the Customer's acceptance of this Agreement, which includes this agreement, any Company Privacy Policy, and any other policy and/or documentation referenced herein or available by hyperlink. If you are entering into this Agreement on behalf of an entity, you represent and agree that you have the legal authority to bind such entity.

Relationship of the Parties

The Company is acting as an independent contractor in providing the Services under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or principal-agent relationship between the Company and the Customer. The Company shall have discretionary trading authority over the Customer's Account(s) on the Supported Exchange(s), solely through the API connection as described herein. The Customer grants this discretionary authority for the sole purpose of executing the automated trading strategies described in this Agreement. The Company is not providing personalized financial or investment advice, and the Customer acknowledges that the Services are based on automated trading strategies. The Company is not registered as an investment adviser with any regulatory authority.

DEFINITIONS:

"The Exchange": Refers to the ByBit cryptocurrency exchange (www.bybit.com), Binance, OKX, Coinbase International, or any other cryptocurrency trading exchange mutually agreed upon in writing by the Company and the Customer, where trading of the Customer's cryptocurrency/Digital Assets will occur.

"Automated Trading Software": The proprietary software application developed by QuantM Alpha, used to execute automated cryptocurrency trading strategies on behalf of the Customer. This includes all algorithms, code, and related intellectual property.

"Supported Exchange(s)": Refers to ByBit and any other cryptocurrency trading platforms that QuantM Alpha provides connection with and are chosen by the Customer for trading activities under this Agreement. This term encompasses all such platforms that the Customer may elect for executing trades. The Customer is advised to refer to the specific liquidation calculations, funding fee calculations, and borrowing cost calculator documentation and formulas provided by the chosen exchange(s).

"Trading Range": Shall mean the specific price range (defined by an upper limit or 'ceiling' and a lower limit or 'floor') selected by the Customer, within which the Company's automated trading software is authorized to execute buy and sell orders for the relevant cryptocurrency asset (e.g., Bitcoin) on the Exchange. The selection and potential impact of the Trading Range are further described in this Agreement in Appendix B (see following Appendix for details).

"Reserves": Shall mean the portion of the Customer's funds held in their Exchange account that the Customer designates, or agrees upon with the Company, to be set aside and not actively used by the automated trading software for trading activities. Reserves may be used for margin support, risk mitigation, or other purposes as outlined herein, the selection and potential impact of the Reserves are further described in this Agreement in Appendix B (see following Appendix for details).

"Yield": For the purposes of this Agreement, "Yield" shall refer to the profit generated from the Company's automated software trading activities on behalf of the Customer.

"Liquidation Price": "Liquidation Price" refers to the price at which an Exchange will automatically close a Customer's position due to insufficient margin. This may result in a total loss relative to the initial price at which the traded asset was purchased. "Liquidation Price" is the specific notational amount (either in dollars tied to the price of the digital asset traded, or in the notional value of the digital asset traded) that triggers the forced closure of a trader's position by the Supported Exchange(s) due to the Customer's margin balance falling below the required maintenance margin. This event might lead to the Customer incurring a total loss. The Liquidation Price is automatically calculated by the Supported Exchange(s). Liquidations are determined solely by the Exchange where the Customer's positions are held. The Customer should consult the respective exchange's documentation for precise liquidation criteria. The Customer acknowledges that liquidations can result in the *total loss* of funds invested in a particular position or, in some cases, the entire account balance.

"API": "API" refers to Application Programming Interface, which enables our software to interact with the chosen Exchange.

"Business Day:" "Business Day" shall refer to any day except Saturday, Sunday, or a public holiday recognized in Panama. For system reporting purposes, a reporting day shall be from GMT-0.

"Funding Fees": Refers to the fees applied to positions in ByBit's Inverse Perpetual contracts and similar funding fees on other exchanges. These fees are exchanged between traders based on the position they hold (long or short) and the relative position of the contract trading price against the spot price. Funding Fees serve to ensure that the perpetual contract's trading price remains anchored to the global spot price. The fees are determined periodically, and the specific amount depends on market conditions. Funding Fees are determined solely by the Exchange where the Customer's positions are held.

"Digital Asset(s)": Refers to cryptocurrencies, tokens, or Digital Assets that are available for trading on the selected Exchange(s) and chosen by the Customer for trading activities under this Agreement. This may include, but is not limited to, Bitcoin (BTC), Ethereum (ETH), USDT, USDC, and other cryptocurrencies or tokens."

"Account": "Account": The Customer's trading account on the Exchange, accessed by the Company via the API for the purpose of executing trades under this Agreement.

"High-Water Mark": "High-Water Mark": The highest peak in value that the Account has reached. The High-Water Mark is used to calculate performance fees and ensures that the Company is only compensated on net new profits."

"Applicable Law": "Applicable Law" means the laws of Panama, as well as any other laws, regulations, and rules that may apply to this Agreement, the Services, or the parties, including but not limited to the laws of the Customer's jurisdiction of residence, citizenship, or access, and the laws of the jurisdiction where the Exchange is located or operates.

"Force Majeure Event": "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials, cyberattacks or hacking specifically targeting the Exchanges or QuantM Alpha's systems, internet outages or disruptions, changes in Applicable Law or regulation that make performance impossible or illegal, and sanctions or other governmental actions, or any other event beyond the reasonable control of the affected party that materially impacts the ability to perform under this Agreement. Market volatility, unless it reaches a level that triggers exchange-wide trading halts or circuit breakers affecting the relevant Digital Assets, shall not be considered a Force Majeure Event.

"US Person": "US Person": Shall have the meaning ascribed to it under Regulation S of the United States Securities Act of 1933, as amended, and generally includes any natural person resident in the United States; any partnership or corporation organized or incorporated under the laws of the United States; any estate of which any executor or administrator is a US Person; any trust of which any trustee is a US Person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and any partnership or corporation if: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a US Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

1. SERVICES

1.1 Establishment of Account & Trading Strategy

The Customer agrees to establish one or more trading accounts ("Exchange Accounts") with ByBit, Binance, OKX, Coinbase International, or any other Supported Exchange(s) as designated by the Company. The Customer will provide the Company with API access to the Exchange Account(s) for the sole purpose of executing automated cryptocurrency trades on their behalf, utilizing the Company's proprietary trading software.

The Customer acknowledges and agrees that the Company is authorized, without further approval or notice, to execute all trades, manage positions, and modify trading strategies as deemed necessary to optimize trading performance. The Company may, at its discretion, execute trades, adjust leverage settings, and modify trading parameters in accordance with its algorithmic strategy and market conditions.

The Customer shall not manually execute trades, modify orders, or interfere with the automated trading system once it has been granted API access. Any unauthorized manual interference by the Customer shall be considered a breach of this Agreement and may result in immediate termination of services.

The Customer acknowledges that cryptocurrency markets are highly volatile and that the Company's trading strategy is designed for long-term performance. The Customer understands and accepts that past performance does not guarantee future results, and the Company does not provide personalized financial advice or tailor strategies to individual financial situations.

Customer hereby engages QuantM Alpha to provide automated cryptocurrency trading services utilizing the Automated Trading Software (as defined in, but not limited to, Definitions section), and QuantM Alpha agrees to accept such engagement, subject to the terms and conditions set forth herein.

1.1.1 Investment Objective.

The Customer acknowledges that the general investment objective of the Company's automated trading software is long-term capital appreciation through cryptocurrency trading, utilizing Company's proprietary trading methodology. The Customer understands that this objective is not tailored to the Customer's individual financial situation or investment goals.

1.1.2 Non-Tailored Investment Program.

Customer understands that Company is not tailoring the Strategy based on Customer's investment objectives or financial condition. Company is not providing Customer with financial planning or asset allocation advice; Customer should seek the advice of a qualified financial advisor if Customer needs such services.

1.2 Limited Power of Attorney

The Customer hereby grants to the Company a limited power of attorney (LPOA) for the sole and exclusive purpose of executing trades within the Customer's designated Exchange Account(s) via API access, authorizing the Company to:

(a) Buy, sell, and otherwise trade Digital Assets in the Customer's Account on the Exchange, using the Company's automated trading software. This includes executing buy and sell orders, adjusting trade sizes, leverage, and positions as needed, and modifying or canceling open orders in response to market conditions.

(b) Execute any standard agreements or documents required by the Exchange in connection with the trading activities conducted under this Agreement, on behalf of the Customer, but only to the extent necessary to facilitate the trading activities described herein.

(c) Act as the Customer's agent solely for the purposes of executing trades and managing the Account as described in this Agreement.

This authorization explicitly *does not* grant the Company the ability to withdraw, transfer, or otherwise remove funds from the Customer's Exchange Account(s). The Customer retains full control over deposits and withdrawals.

This limited power of attorney is revocable by the Customer at any time upon written notice to the Company. The revocation shall be effective upon the Company's actual receipt of written notice, and will result in the immediate termination of services under this Agreement, subject to the termination provisions of Section 2.

1.3 Deposit and Trading Pair

Customer agrees to deposit USDC (USD Coin), USDT (Tether) (collectively referred to as USDC/USDT), and/or Digital Asset(s) into Customer's own ByBit.com Linked Custodial Unified Trading subaccount and enter the ByBit UID for the Company, or following similar processes for other mutually agreed upon exchanges. This provides the Company's automated software application access to trade on the Customer's account via API access.

The automated trading will be conducted as follows:

(a) Spot Market: If USDC/USDT is deposited, trading will occur in the spot market between USDC/USDT and the Customer's chosen Digital Asset(s) as the primary trading pairs.

(b) Digital Asset Trading Options: If Digital Asset(s) such as BTC are deposited directly into the Customer's Linked Custodial Unified Trading subaccount, the Company may, at its discretion, choose one of the following trading strategies:

(i) Inverse Derivatives and Inverse Perpetual Derivatives: Trading using ByBit's Inverse Derivatives contracts. The Customer acknowledges that Inverse Derivatives contracts may be subject to funding fees, which are periodic payments either to or from traders based on the difference between the perpetual contract price and the spot price of the underlying asset. These funding fees can create a holding cost to maintain positions. The Company will determine the appropriate use of Inverse Derivatives to use based on its trading strategy and market conditions. The use of Inverse Derivitives increases both potential profits and potential losses.

(ii) Margin Trading: Trading BTC directly using margin provided by ByBit. The Customer acknowledges that margin trading involves borrowing funds from ByBit and is subject to variable interest rates and holding costs charged by ByBit. The Company will determine the appropriate level of margin, if any, to use based on its trading strategy and market conditions. The use of margin increases both potential profits and potential losses.

The Customer acknowledges that, depending on market conditions and the Company's trading strategy, all or a portion of the funds may be held in USDC/USDT or Digital Asset(s), as USDC/USDT may be used for trading into and out of Digital Asset(s) to generate yield in USDC/USDT. The Customer further acknowledges that the chosen trading strategy, whether Inverse Derivatives or margin trading, may involve holding costs, including but not limited to funding fees and interest charges.

1.4 Yield Generation, Distribution, and Fee Structure.

The Company's automated trading software is designed to generate yield for the Customer, which may be composed of USDC/USDT, Bitcoin, and/or other Digital Assets, depending on the trading strategy and market conditions. The Company charges a performance-based fee for these Services.

(a) Performance Fee Calculation: The Company's performance fee is calculated as a percentage of the Net New Profits generated in the Customer's Account, subject to a High-Water Mark.

Net New Profits: Defined as the increase in the Account's value during the calculation period (as defined below), after deducting all trading fees, exchange fees, funding fees, interest charges (if applicable), and any other applicable charges imposed by the Exchange. High-Water Mark: The High-Water Mark ensures the Company is only compensated on net new profits. If the Account value decreases below the High-Water Mark, the Company will not receive a performance fee for that period, and the High-Water Mark remains in effect until subsequent profits exceed it. Realized vs Unrealized: Profits will be calculated based on Realized Gains: Performance fees are calculated using only realized profits from closed trades.

(b) Calculation Period: The performance fee will be calculated quarterly, but this may change as determined by the Company and communicated in writing to the Customer.

(c) Performance Fee Percentage: The specific performance fee percentage is determined by the Customer's investment tier ("VIP Level"), as detailed in Appendix A. The VIP Level is based on the Customer's total invested value in USD equivalent, actively used in trading. Funds allocated solely for margin and not actively involved in trading do not count towards the VIP Level. The Company's system updates the VIP Level daily.

(d) Payment Terms:

* Currency: Performance fees are calculated and payable in the respective Digital Asset in which the profit was generated. For example, profits generated in BTC will result in a performance fee payable in BTC; profits in USDC will result in a fee payable in USDC & potentially BTC (if exchange rebates are produced), etc. * Billing and Payment: Within ten (10) business days after the end of each Calculation Period, the Company will provide the Customer with a report detailing the performance fee calculation, including the High-Water Mark and the amount due in each applicable Digital Asset. The Customer shall then transfer the Company's share of the yield to the Company's designated wallet address(es), as specified in the report, within ten (10) business days of receiving the report.

(e) Example Fee Calculation:

• Assume an initial investment of $100,000 (VIP1 Tier - 61% Customer Profit Share).
• At the end of Quarter 1, the Account value increased by $15,000 in USDT and 0.1 BTC (valued at $5,000 at the time of calculation), after all exchange fees.
• Net New Profit: $20,000 ($15,000 USDT + $5,000 BTC equivalent)
• Company's Performance Fee:
  • USDT: $15,000 * (1-0.61) = $5,850 USDT
  • BTC: 0.1 BTC * (1-0.61) = 0.039 BTC
• Customer's Net Profit: $15,000 USDT - $5,850 USDT + 0.1 BTC - 0.039 BTC = $9,150 and 0.061 BTC.
• At the end of Quarter 2, the Account value decreases by $10,000.
• Net New Profit: -$10,000. Because of the High Water Mark, no fee is charged.
• At the end of Quarter 3 the Account Value increase by $8,000 in USDT, and 0.06 BTC (valued at $2,000).
• Net New Profit: $10,000 (The profit above the previous High Water Mark).
• Company's Performance fee:
  • USDT: $8,000 * (1-0.61) = $3,120
  • BTC: 0.06 * (1 - 0.61) = 0.0234

(f) Fee Structure Changes: The Company may propose modifications to the profit-sharing percentages or other aspects of the fee structure by providing the Customer with at least seven (7) days' written notice prior to the start of the next calendar month. The Customer must agree to the revised fee structure in writing within seventy-two (72) hours of receiving the notice for it to take effect. If the Customer does not agree to the proposed changes, this Agreement will automatically terminate at the end of the then-current calendar month.

(g) Intent of Fee Structure: The Company is committed to ensuring that any changes to the fee structure are made with the intention of enhancing the overall profitability and efficiency of the trading activities conducted under this Agreement. The Customer acknowledges that the yield is subject to market fluctuations and that participation in the Company's services is based on a thorough understanding of these terms.

1.5. Bitcoin Inverse Contract Liquidation and funding fees.

Customer acknowledges and accepts the risk of the potential for liquidations of their Bitcoin if they choose to use the Company's automated trading software service for Bitcoin Inverse Perpetual and/or Inverse Futures contracts. Customer also acknowledges and accepts that ByBit charges a funding fee every 8 hours for open positions in their Bitcoin Inverse Perpetual contracts. Liquidations are determined solely by the Exchange where the Customer's positions are held.

1.6 Software Service Disclaimer.

The Customer acknowledges that QuantM Alpha provides crypto trading services through software as a service (SaaS). While this software aims to automate the trading process, the Customer understands that it is subject to errors and malfunctions. QuantM Alpha commits to employing reasonable efforts to ensure the optimal performance of its trading software but does not guarantee that the software will be error-free or that trading strategies will always perform as expected. The Customer agrees that QuantM Alpha shall not be held liable for any operational failures or losses incurred due to software errors.

1.7 Service Limitations:

The Company does not provide financial advice, nor is any software or trading strategy guaranteed to make a profit for the Customer. The software provided does not take into account the Customer's specific financial situation or risk tolerance. The Customer bears the full risk of any loss incurred through the use of the services.

1.8 Right to Refuse Service:

The Company reserves the right, at its sole discretion, to refuse service to any Customer for legal, compliance, or other reasons.

1.9 Customer Responsibilities:

The Customer is solely responsible for reporting any taxable events, capital gains, and losses to their respective tax authorities. The Company assumes no liability for the Customer's inability to file, or improper filing of tax information.

1.10 Customer Control over Trading Parameters:

The Customer acknowledges and agrees that they are responsible for selecting certain key parameters for the operation of the automated trading software. Specifically, the Customer shall select the desired Trading Range within which the software will operate. This selection will be communicated to and confirmed by the Company via communication channels as agreed upon by both parties, most likely Whatsapp or Signal or via designated features within the software interface when available.

The Company will configure the software settings according to the Customer's selected Trading Range. The Company shall not be liable for trading outcomes resulting from the Customer's choice of Trading Range. The selection and potential impact of the Trading Range are further described in this Agreement in Appendix B (see following Appendix for details).

The Customer may also designate a portion of their funds as Reserves, which will be excluded from active trading by the software. This selection will be communicated to and confirmed by the Company via communication channels as agreed upon by both parties, most likely Whatsapp or Signal or via designated features within the software interface when available.

The Company will configure the software settings according to the Customer's selected Reserves. The Company shall not be liable for trading outcomes resulting from the Customer's choice of Reserves. The selection and potential impact of the Reserves are further described in this Agreement in Appendix B (see following Appendix for details).

2. TERMINATION

2.1 Customer Initiated Termination:

The Customer may terminate this Agreement at any time. To do so, the Customer must disconnect their ByBit.com Custodial Unified Trading subaccount and notify the Company via email. Upon termination, the Customer is responsible for any mixed balance of USDT and BTC resulting from the disconnection. The Company will issue a final yield report to the Customer via email, and the Customer must distribute the calculated yield to the Company within 24 hours of receiving this report.

2.2 Company Initiated Termination:

The Company may terminate this Agreement and cease trading activities on behalf of the Customer at its discretion. In such an event, the Company will provide a 24-hour advance notice to the Customer via email. Following the notice, the Customer may direct the Company to terminate trading access immediately. The Company will then issue a final yield report to the Customer, detailing the balance of BTC and USDT/USDC at the time of trading cessation. The Customer is obligated to distribute the remaining yield to the Company within 24 hours of the report's issuance.

3. RISKS AND DISCLAIMERS

3.1 Past Performance Disclaimer.

The Customer understands and acknowledges that past performance of QuantM Alpha's trading strategies and software is not indicative of future results. Investment and trading in cryptocurrencies involve a high level of risk and the possibility of loss, including the loss of all capital. The Customer agrees that they are fully aware of these risks and accepts responsibility for their investment decisions, and that investment and trading in Digital Assets involve a high level of risk, and the Customer has the potential for total loss of investment. QuantM Alpha makes no representation or warranty regarding future performance.

3.2 Customer Legal Compliance.

The Customer acknowledges and agrees that it is their sole responsibility to determine the legality of using QuantM Alpha's services in any jurisdiction, including but not limited to their jurisdiction of residence, citizenship, or access. The Customer further agrees to ensure compliance with all applicable laws, regulations, and restrictions before accessing or using the services. QuantM Alpha shall not be liable for any penalties, fines, or other legal consequences resulting from the Customer's failure to comply with such requirements. By using the services, the Customer expressly agrees to indemnify, defend, and hold QuantM Alpha harmless from any claims, liabilities, or damages arising from the Customer's non-compliance with applicable legal obligations.

3.3 General Risks.

The Customer is aware and agrees to the following risks inherent to Digital Assets. The Customer understands and acknowledges that investing in, buying, and selling Digital Assets presents a variety of risks that are not presented by investing in, buying, and selling products in other, more traditional asset classes. These risks include, but are not limited to, the following:

i. Digital Assets are not legal tender, operate without central authority or banks, and are not backed by any government.

ii. Digital Assets are a new technological innovation with a limited history and are a highly speculative asset class, and as such, have in the past experienced, and are likely in the future to continue to experience, high volatility, including periods of extreme volatility.

iii. Digital Assets could become subject to Forks, and various types of cyberattacks, including but not limited to a "51% Attack" or a "Replay Attack," as described in the Policy Statement on Forks attached to this Agreement as Schedule 3.

iv. Trading platforms on which Digital Assets are traded, including exchanges that may be used by the Company to fill Trade Orders, may stop operating or shut down due to fraud, technical problems, hackers, or malware, and these trading platforms may be more susceptible to fraud and security breaches than established, regulated exchanges for other products.

v. The decentralized, open-source protocol of the peer-to-peer computer network supporting a Digital Asset could be affected by internet disruptions, fraud, or cybersecurity attacks, and such network may not be adequately maintained and protected by its participants.

vi. Regulatory actions or policies may limit the ability to exchange a Digital Asset or utilize it for payments, and federal, state, or foreign governments may restrict the use and exchange of Digital Assets.

vii. It may be or in the future become illegal to acquire, own, sell, or use a Digital Asset in one or more countries, and the regulation of Digital Assets within and outside of the United States is still developing.

viii. A Digital Asset could decline in popularity, acceptance or use, thereby impairing its price and liquidity.

ix. Impermanent Loss. The Customer acknowledges they are aware of and understand the concept of "Impermanent Loss," as it relates to trading activities in Digital Asset markets. While traditionally associated with liquidity provision, impermanent loss can also be a consideration in trading scenarios. This form of loss occurs when the value of Digital Assets held in a trading account changes unfavorably compared to their value at the time of acquisition. This discrepancy is primarily driven by the volatile nature of Digital Asset prices. In a trading context, as the market price of a Digital Asset significantly diverges from its purchase price, the potential for unrealized losses increases. The Customer acknowledges that these losses are termed 'impermanent' because they could potentially be recovered if the asset prices return to their original levels, though there is no assurance of this recovery. By engaging in Company trading activities with Customer's Digital Assets, the Customer recognizes the risk of experiencing impermanent loss and agrees that the Company is not liable for any such losses that may arise due to market volatility and price movements of Digital Assets.

x. ByBit Funding Fees Risk. The Customer acknowledges that when utilizing Bitcoin for trading with the automated trading service on ByBit's Inverse Perpetual futures contract, they are subject to Funding Fees. These fees are incurred periodically and may affect the profitability of positions, especially in scenarios where the Customer's position is in a state of loss relative to the market price and they choose to hold the position in anticipation of a return to profitability. Holding a position under these conditions increases the risk of additional losses due to the accumulation of Funding Fees. The Customer understands and accepts the risk that positions adversely affected by market price movements and subject to Funding Fees might impact the overall trading outcome.

3.4 ByBit/Trading Exchange Disclaimer.

The Company designates ByBit as the preferred cryptocurrency exchange for all trading activities. However, the Company expressly disclaims responsibility for the security and operational aspects of the ByBit crypto exchange. The Company may utilize various cryptocurrency exchanges for its trading activities. The Company expressly disclaims responsibility for the security and operational aspects of any third-party cryptocurrency exchange chosen by the Customer.

The Customer acknowledges that ByBit operates independently, and the Company has no control over its security measures or operational continuity. The Company is not liable for any losses, damages, or disruptions arising from the use of ByBit.

The Customer accepts that Company manages their ByBit account with 2FA and other such security best practices to the best of their knowledge and ability and acknowledges that the Company does not manage or influence ByBit's security protocols. The inclusion of ByBit as the chosen exchange does not imply endorsement, and the Customer assumes all risks associated with trading on the ByBit platform.

3.4.1 Liquidation Risk:

In the volatile world of cryptocurrency trading, the risk of liquidation represents a significant concern. Liquidation occurs when the market price of Bitcoin or other Digital Assets being traded falls below the liquidation price, determined solely by the Exchange. This liquidation price is based on market conditions, the Customer's margin balance, and the Exchange's specific policies. The Customer has absolutely no input or control over the Liquidation Price calculation. This event can result in the total loss of the Customer's capital invested in the trade. It is crucial for the Customer to understand that market dynamics can rapidly change, and factors such as market liquidity, leverage used in trades, and overall market volatility contribute to the risk of reaching the liquidation price. While QuantM Alpha employs strategies aimed at mitigating risk, the unpredictable nature of cryptocurrency markets means that the possibility of liquidation cannot be entirely eliminated. The Customer is strongly urged to thoroughly review and understand the Exchange's specific liquidation policies and procedures before using the Services. The Customer acknowledges this risk and agrees that QuantM Alpha shall not be held liable for losses incurred due to liquidations triggered by market conditions or the actions of the Exchange.

3.5 API Trading Risks and Account Security.

The Customer acknowledges inherent risks associated with API trading, including potential security vulnerabilities. It is the Customer's sole responsibility to safeguard their API keys and account information, implementing adequate security measures to prevent unauthorized access or use. The Customer agrees to treat all security information as confidential, not disclosing it to third parties and to notify QuantM Alpha immediately upon any suspected unauthorized use of their account or security breach. The Customer is responsible for all activities conducted under their account and must ensure to log out from their account at the end of each session to prevent unauthorized access.

3.6 Customer's Acknowledgment of Risks.

The Customer hereby acknowledges that they have read, understood, and accepted all risks associated with cryptocurrency trading as outlined in this Agreement, including but not limited to the risks detailed in Sections 3 and 4. The Customer understands that the trading of Digital Assets involves significant risk and potential for financial loss and agrees that QuantM Alpha shall not be held liable for any losses arising from such risks.

3.7 Jurisdictional Restrictions.

The Customer acknowledges that the availability of QuantM Alpha's services may vary based on jurisdiction and is subject to regulation and restriction by certain governments. The Customer acknowledges it is the Customer's sole responsibility to ensure that their use of QuantM Alpha's services complies with local laws, regulations, or restrictions applicable in their jurisdiction of residence, citizenship, and/or access. The Customer acknowledges QuantM Alpha shall not be held liable for any penalties, fines, or legal consequences arising from the Customer's failure to comply with such laws. The Customer indemnifies QuantM Alpha from any claims or liabilities arising out of the Customer's non-compliance with applicable legal requirements.

3.8 Forward-Looking Statements:

Any statements made by QuantM Alpha, or its agents, contractors, employees, executives or owners, regarding potential financial performance, returns, or profits related to our automated trading software, are for illustrative purposes only and are based on current market analysis and historical data. These statements are considered forward-looking and involve inherent risks and uncertainties. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those expressed or implied by these statements. These statements should not be construed as a promise or guarantee of any specific outcome, profit, or return. Future outcomes, results, and performance cannot be assured. Past performance of the automated trading software and trading strategies does not guarantee, nor is it indicative, of future performance. Factors that could cause actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: Market volatility and rapid changes in cryptocurrency values; Changes in the regulatory landscape governing cryptocurrency and related trading activities; Unexpected changes in trading exchange policies and platform performance; Unforeseen technical or software related issues; Fluctuations in liquidity; Geopolitical events and international sanctions. The Customer acknowledges and agrees that all investment decisions are made at the Customer's own risk and that QuantM Alpha is not responsible or liable for any losses arising from the use of its automated trading software, including any deviation from expected or projected returns. The Customer is further advised to seek independent financial advice before engaging in any trading activities.

3.9 Suitability Clause:

The Customer affirms that they have the necessary financial understanding to engage with these services and that they are able to afford the loss of their principal investment.

3.10 No Guarantee of Performance.

QuantM Alpha makes no guarantees, warranties, or representations, express or implied, regarding the profitability of the Services or the achievement of any specific investment outcome. The Customer acknowledges that cryptocurrency trading is inherently risky, and past performance is not indicative of future results. QuantM Alpha does not guarantee any level of performance, profit, or return on investment.

3.11 System Failures.

The Customer acknowledges that the Services rely on complex software and technology, and that system failures, software bugs, connectivity issues, or other technical problems may occur. QuantM Alpha is not liable for any losses caused by such failures, except in cases of gross negligence or willful misconduct on the part of QuantM Alpha.

3.12 Algorithmic Risk.

The Customer understands that the automated trading software utilizes algorithms that may make errors or produce unexpected results due to market conditions, unforeseen events, or other factors. QuantM Alpha is not liable for losses resulting from such algorithmic errors, except in cases of gross negligence or willful misconduct on the part of QuantM Alpha.

3.13 Market Manipulation Risk.

The Customer acknowledges that cryptocurrency markets may be susceptible to manipulation or other illegal activities by third parties. QuantM Alpha is not liable for losses caused by such market manipulation or illegal activities.

3.14 Customer Control over Trading Parameters and Impact of Trading Range Selection:

The Customer acknowledges they have been informed and understand that their choice of Trading Range significantly impacts the software's trading behavior, potential profitability, and risk exposure. Specifically:

i. A wider Trading Range may allow the software to operate through larger price fluctuations, potentially reducing trade frequency but enabling participation in larger market moves, while also potentially increasing the duration positions are held.

ii. A narrower Trading Range may increase trade frequency but cause the software to cease trading if the price moves outside the selected range, potentially missing opportunities or leaving positions unmanaged during significant volatility.

iii. The choice of Trading Range can indirectly influence the proximity to the liquidation price, as a wider range may allow the software more flexibility to manage positions during adverse movements, whereas a narrower range might lead to trading cessation that prevents active position management against liquidation.

iv. Impact of Setting Reserves: The Customer acknowledges they have been informed and understand that setting aside Reserves affects trading:

v. Reduces capital available for active trading, potentially lowering maximum profit potential but also reducing overall risk exposure.

vi. Acts as a safety buffer, potentially providing funds to support margin requirements (especially in cross-margin scenarios), mitigate losses, and lower the effective liquidation price determined by the Exchange.

vii. Provides strategic flexibility, allowing for potential manual intervention or deployment of funds if the market moves significantly outside the active Trading Range.

The Customer accepts full responsibility for the outcomes associated with their chosen Trading Range and Reserves levels.

3.15 Acknowledgment of Risks.

The risks described in this Section 3 are just some of the risks presented by investing in, buying and selling Digital Assets, and the Customer acknowledges that the Customer is solely responsible for understanding and accepting the risks involved in investing in buying and selling (trading) Digital Assets; Customer acknowledges that, subject to the other provisions of this Agreement, the Company has no control or influence over such market risks, and acknowledges that the Company shall not be liable for any loss in value of Digital Assets that occurs in connection, directly or indirectly, with these risks.

4. MISCELLANEOUS

4.1 Amendments.

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

4.2 Limitation of Liability:

The Company shall not be liable for any loss or damage incurred by the Customer arising from the trading activities under this Agreement, including, but not limited to any direct, indirect, incidental, consequential, special, or punitive damages, except in cases of willful misconduct, fraud, or gross negligence by the Company, and its total liability for any event shall be capped at $10,000 USD.

4.3 Indemnification and Limitation of Liability.

The Customer agrees to indemnify, defend, and hold harmless QuantM Alpha, its directors, officers, employees, agents, licensors, and suppliers (collectively, the 'Indemnified Parties') from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with:

i. The Customer's breach of any provision of this Agreement;

ii. The Customer's use of QuantM Alpha's trading services, including any decisions made based on such services and any consequences of trading activities;

iii. Any unauthorized use of QuantM Alpha's trading software or API access provided to the Customer;

iv. The Customer's violation of any law or the rights of a third party through the use of QuantM Alpha's services, including but not limited to any claims, losses, or liabilities arising from regulatory actions, investigations, fines, or penalties related to the Customer's use of the Services or the trading of Digital Assets.

The Customer's indemnification obligation will survive the termination or expiration of this Agreement and the use of QuantM Alpha's services by the Customer. QuantM Alpha, at its own expense, reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, and in such case, the Customer agrees to cooperate with QuantM Alpha in defending such claims. The Customer shall not settle any claim that affects QuantM Alpha without QuantM Alpha's prior written consent.

Notwithstanding the foregoing, QuantM Alpha's total liability to the Customer for any claim arising out of or in connection with this Agreement or the services provided, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Customer to QuantM Alpha in the three (3) months immediately preceding the event giving rise to the claim. QuantM Alpha shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from the use of the trading services or under this Agreement.

4.4 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Panama.

4.5 Force Majeure.

Neither party shall be liable to the other for any failure to perform any obligation under this Agreement due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials. In the event of such a force majeure, the affected party shall notify the other party as soon as reasonably possible, and the parties shall coordinate in good faith to resume normal performance of the Agreement.

4.6 Dispute Resolution.

In the event of a dispute arising under or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted in Panama in accordance with the Decree Law N° 5 of July 8, 1999 of Panama. The decision of the arbitrator shall be final and binding on the parties, and the arbitration award may be entered into any court having jurisdiction thereof. The prevailing party in any arbitration or litigation shall be entitled to recover its attorneys' fees and costs from the other party. The arbitration proceedings and all related documents shall be conducted and prepared in the English language. This agreement shall be interpreted according to Panamanian law and generally accepted principals of international commercial law.

4.7 Jurisdictional Legality Disclaimer.

The Customer acknowledges that cryptocurrency trading may not be legal in their home jurisdiction. By entering into this Agreement, the Customer confirms that they have sought legal advice or otherwise verified the legality of using QuantM Alpha's services within their jurisdiction. The Customer agrees that QuantM Alpha is not responsible for determining the legality of its services in the Customer's home jurisdiction, citizenship, or the jurisdiction from which they access the services. Any use of the services where prohibited by law is undertaken entirely at the Customer's own risk and responsibility. QuantM Alpha shall not be liable for any actions, penalties, or legal proceedings arising from such use. The Customer acknowledges and accepts full liability for any consequences of accessing or using the services in a manner that violates applicable laws or regulations. The Customer absolves QuantM Alpha of any liability should the services provided under this Agreement be deemed illegal in their home jurisdiction.

4.8 Intellectual Property Rights.

All intellectual property rights in the automated trading software, including its source code, algorithms, trading strategies, and related documentation, remain the exclusive property of QuantM Alpha or its licensors. The Customer is granted a limited, non-exclusive, non-transferable, revocable license to use the software solely for the purpose of accessing and using the Services in accordance with this Agreement. The Customer shall not copy, modify, reverse engineer, or create derivative works based on the software or any related materials without the express written consent of QuantM Alpha.

4.9 Compliance with Laws, Regulations, and Prohibition of Illegal Activities:

The Customer represents and warrants compliance with all applicable laws, regulations, sanctions, and not being located in, under control of, or a resident in any sanctioned countries or territories. This includes laws related to anti-money laundering (AML), counter-terrorism financing (CTF), and international sanctions. The Customer acknowledges the Services are not to facilitate illegal activities and agrees not to use the Services in any manner that could disrupt, negatively affect other Customers' use, or impair the Services' functioning. Specifically, the Services shall not be used to conduct, promote, or facilitate any illegal activities, including but not limited to money laundering, illegal gambling, financing terrorism, or other criminal activities. The Customer bears sole responsibility for ensuring their use of the Services adheres to all laws and regulations. QuantM Alpha reserves the right to terminate this Agreement immediately without notice if the Customer fails to comply with applicable laws or sanctions, or if providing services to the Customer would contravene any laws or sanctions. The Customer must provide all requested information and documentation to QuantM Alpha to verify compliance with this section.

4.10 Amendments and Revisions.

QuantM Alpha reserves the right to modify or amend this Agreement at any time. The most current version of the Agreement will be posted on the QuantM Alpha platform and will supersede all previous versions. Continued use of the Services after any such changes constitutes acceptance of the updated Agreement. If the Customer does not agree with any modifications, the Customer must cease using the Services immediately.

4.11 Disclaimer of Warranties:

The Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. QuantM Alpha does not warrant that the Services will meet Customer requirements or be available on an uninterrupted, secure, or error-free basis. QuantM Alpha will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from or in connection with Customer use of the Services. The Customer acknowledges and agrees that they assume the entire risk arising out of their use of the Services.

4.12 Data Ownership and Use:

All data generated by the Automated Trading Software, including trading records, transaction details, and performance metrics, remains the sole property of QuantM Alpha. The Customer grants QuantM Alpha a perpetual, irrevocable, worldwide license to use, reproduce, distribute, and display this data for the purpose of improving the Automated Trading Software and providing future services. QuantM Alpha shall not use the Customer's data for any purpose other than improving its own products and services, except where permitted by law and with the Customer's prior written consent.

4.13 Assignment:

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, and such consent shall not be unreasonably withheld.

4.14 Data Handling:

The Company collects and processes Customer data only as necessary to provide the services outlined in this agreement. The Company does not share customer data with third parties, except as required by law or for the purpose of providing these services. Customer data is stored securely and only for as long as is necessary for these purposes.

4.15 Severability:

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect.

4.16 Headings:

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

4.17 Entire Agreement.

This Agreement, together with the Privacy Policy referenced herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, inducements, or conditions, express or implied, oral or written.

4.18 Notices

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered:

• personally,
• sent by certified or registered mail, return receipt requested,
• sent by email to the designated email addresses below, or
• sent via electronic messaging application (including, but not limited to, WhatsApp, Telegram, or other similar chat applications) to the provided that a confirmation of receipt is obtained by the sender.

Either party may change its address, email address, or electronic messaging contact information for notice by giving notice to the other party in accordance with this Section.

The Customer represents and warrants to the Company as follows:

(a) The Customer is the legal and beneficial owner of all funds deposited into the Account.

(b) The Customer has the full legal capacity and authority to enter into this Agreement and to grant the limited power of attorney to the Company.

(c) The Customer's use of the Services and the trading of Digital Assets under this Agreement does not violate any applicable laws or regulations in the Customer's jurisdiction of residence or citizenship.

(d) The Customer is not a US Person, as defined in this Agreement.

(e) The Customer understands and accepts the significant risks associated with trading Digital Assets, including the risk of total loss of capital.

(f) The Customer acknowledges that they have read and understand the risk disclaimers.

The Customer retains custody of all Digital Assets held in the Account on the Exchange. The Company does not hold or take possession of the Customer's Digital Assets at any time. The Company accesses the Account solely through the Exchange's API, using the API keys provided by the Customer. All trades are executed directly on the Exchange in the Customer's name and for the Customer's account.

The Customer may deposit additional Digital Assets into the Account at any time. To request a withdrawal of Digital Assets, the Customer must notify the Company . The Company will then facilitate withdrawal to the extent possible through the API connection, subject to the Exchange's withdrawal procedures and any applicable fees. The Company will use commercially reasonable efforts to process withdrawal requests promptly.

The Company will provide the Customer with quarterly reports detailing the Account's performance. These reports will include, at a minimum:

* A calculation of net profits or losses.

* A calculation of the performance fee, if any.

These reports will be delivered electronically via email to the Customer's registered email address or via Whatsapp/Telegram/etc..

All valuations of Digital Assets held in the Account will be performed by the Exchange and relied upon by the Company. The Company is not responsible for the accuracy of the Exchange's valuations. The Customer acknowledges that the value of Digital Assets can fluctuate significantly and rapidly.

9.1 Other Accounts.

The Customer acknowledges that the Company may provide similar services to other Customers and may engage in trading activities for its own account. The Company is not obligated to offer the same trading strategies or opportunities to all Customers.

9.2 Confidentiality.

Both parties agree to maintain the confidentiality of all non-public information received from the other party in connection with this Agreement. This includes, but is not limited to, information about trading strategies, account details, financial information, algorithms, software code, and any other proprietary information disclosed by one party to the other. The Customer specifically agrees to keep confidential all information provided by QuantM Alpha regarding its trading software and strategies. This obligation shall survive the termination of this Agreement.

10. Exchange Terms of Service and Protocol

The Customer acknowledges and agrees that the use of the Exchange is subject to the Exchange's Terms of Service. The Customer is solely responsible for ensuring compliance with the Exchange's Terms of Service.

In the event that the Exchange suspends, terminates, or otherwise restricts the Customer's Account for any reason, including but not limited to a suspected violation of the Exchange's Terms of Service, the following protocol will apply:

(a) Notification: The Customer will promptly notify the Company of any such suspension, termination, or restriction, upon becoming aware of it.

(b) Limitation of Liability: The Company shall not be liable for any losses incurred by the Customer as a result of the Exchange's actions, including but not limited to the suspension, termination, or restriction of the Customer's Account. The Company's liability is strictly limited as described in Section 4.2 and other relevant sections of this Agreement.

(c) Cooperation: The Customer agrees to cooperate fully with the Company in any efforts to recover funds or resolve issues with the Exchange.

11. Regulatory Compliance and KYC/AML

11.1

QuantM Alpha is committed to complying with all applicable Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations. The Customer agrees to provide accurate, complete, and truthful information as required by QuantM Alpha or the Exchange for KYC/AML purposes.

11.2

The Customer acknowledges that QuantM Alpha may be required to disclose Customer information to regulatory authorities or law enforcement agencies in accordance with Applicable Law.

11.3

QuantM Alpha reserves the right to suspend or terminate the Services if the Customer fails to comply with KYC/AML requirements, provides false or misleading information, or if providing Services to the Customer would violate Applicable Law, including but not limited to sanctions or anti-terrorism regulations. QuantM Alpha shall not be liable for any losses incurred by the Customer as a result of such suspension or termination.

11.4

The Customer acknowledges that the primary responsibility for KYC/AML compliance rests with the Exchange. QuantM Alpha's obligation is to cooperate with the Exchange's KYC/AML procedures and to not knowingly facilitate illegal activities.