Terms of Service

Seraphim Quant LLC

Effective date: 06/09/2026

1. Acceptance of Terms

These Terms of Service ("Terms", "Agreement") govern your access to and use of the seraphimquant.com website, its subdomains, and all related services, products, content, and functionalities (collectively, the "Services") operated by Seraphim Quant LLC ("Seraphim Quant", "we", "our", "the Company").

By accessing the site or using the Services, you ("you", "User") agree to be legally bound by these Terms. If you do not agree to these Terms, do not use the Services.

2. Eligibility

To use the Services, you must:

a) Be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is greater. b) Have the legal capacity to enter into binding contracts in your jurisdiction. c) Not be prohibited by applicable laws from receiving or using the Services. d) Not be listed on any United States sanctions list (OFAC SDN, Entity List, etc.) nor reside in a jurisdiction subject to United States commercial sanctions.

If you accept these Terms on behalf of a legal entity (company, partnership, etc.), you represent that you have authority to legally bind that entity.

3. Description of Services

Seraphim Quant offers through the website:

a) Information about algorithmic trading software products (including S-23). b) Sale and distribution of trading software licenses. c) Educational material and resources related to automated trading. d) Technical support for users of the products.

The Services do NOT include:

a) Personalized financial advice. b) Specific investment recommendations. c) Trading account management. d) Guarantees of performance or specific financial results.

The Services and the products provide software only. The User retains full and sole control over all parameters, configuration, and execution of any software, and is solely responsible for their own trading decisions and outcomes. Seraphim Quant is a software vendor and is not a registered investment adviser, commodity trading advisor, or broker/dealer. Any performance figures shown are hypothetical and based on backtesting. See the Regulatory Status Disclosure and the Hypothetical Performance Disclosure.

4. Product Purchase

4.1 Purchase process

The purchase of products through the site is additionally subject to:

By completing a purchase, you accept these additional documents.

4.2 Payment processing

Payments are processed by third-party processors (including Lemon Squeezy, Paddle, or others, as applicable). Seraphim Quant does not store complete credit card information or sensitive payment information.

The payment processor may act as Merchant of Record, in which case it is responsible for collecting and remitting sales taxes in applicable jurisdictions. Prices displayed may not include taxes, which will be calculated during checkout based on your location.

Specifically, Lemon Squeezy acts as the Merchant of Record and authorized reseller of record for purchases, solely for the purpose of payment processing and tax administration (including the collection and remittance of applicable sales tax/VAT). Lemon Squeezy acts as Merchant of Record solely for payment processing and tax administration and does not assume responsibility for the Software, its operation, advertising statements, performance claims, or support obligations, which remain solely with Seraphim Quant LLC.

4.3 Prices

Prices are subject to change without prior notice. The price applicable to a purchase is the one published at the time of completing the transaction.

4.4 Activation and delivery

Digital products are delivered electronically to the email provided. License activation may require up to 24 business hours from purchase.

5. User Conduct

You agree NOT to:

a) Use the Services for illegal or unauthorized purposes. b) Violate any applicable law in your use of the Services. c) Interfere with, damage, or attempt to access without authorization the systems, servers, or networks associated with the Services. d) Use bots, scrapers, crawlers, or automated tools to access the site without express authorization. e) Impersonate another person or entity. f) Collect information from other users without their consent. g) Upload or transmit viruses, malware, or malicious code. h) Reverse engineer any part of the Services. i) Republish, distribute, or create derivative works of the site's content without written authorization. j) Make commercial use of the site's content without explicit license.

Non-compliance may result in immediate termination of your access to the Services and possible legal actions.

6. Intellectual Property

6.1 Seraphim Quant ownership

All content on the website — including without limitation texts, graphics, logos, icons, images, audio and video clips, compiled data, software, source code, trademarks, and the "look and feel" of the site — is the exclusive property of Seraphim Quant LLC or of its licensors, and is protected by copyright, trademark, and other intellectual property laws.

6.2 Limited license to user

Seraphim Quant grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the site for personal, non-commercial purposes, subject to these Terms.

6.3 Trademarks

"Seraphim Quant", "S-23", and related logos are trademarks or registered trademarks of Seraphim Quant LLC. Other trademarks are the property of their respective owners.

6.4 User-generated content

If you submit any content to Seraphim Quant (including feedback, testimonials, bug reports, suggestions), you grant Seraphim Quant a perpetual, worldwide, royalty-free license to use, reproduce, modify, and distribute such content for commercial and operational purposes.

7. Privacy

Your use of the Services is subject to our Privacy Policy, available at seraphimquant.com/privacy. By using the Services, you consent to the collection and processing of your personal information as described in the Privacy Policy.

8. Links to Third-Party Sites

The site may contain links to websites operated by third parties (NinjaTrader, payment processors, social networks, etc.). These links are provided for convenience only. Seraphim Quant does not control and is not responsible for the content, policies, or practices of such sites.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

Seraphim Quant does NOT warrant that:

a) The Services will be available uninterrupted or free from errors. b) Defects will be corrected. c) The Services or servers are free from viruses or other harmful components. d) The Services will meet your specific requirements. e) The products sold through the site will produce any specific trading outcome.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERAPHIM QUANT AND ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND ASSIGNS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF GAINS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF SERAPHIM QUANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE MAXIMUM AGGREGATE LIABILITY OF SERAPHIM QUANT FOR ANY CLAIM RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL YOU HAVE PAID TO SERAPHIM QUANT IN THE 12 PREVIOUS MONTHS, OR (ii) USD $100.

For specific limitations related to software products, refer to the EULA.

11. Indemnification

You agree to indemnify, defend, and hold harmless Seraphim Quant, its directors, employees, agents, affiliates, and assigns, from and against all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

a) Your use of the Services. b) Your violation of these Terms. c) Your violation of third-party rights. d) Any content you submit through the Services.

12. Termination

12.1 By the user

You may stop using the Services at any time.

12.2 By Seraphim Quant

Seraphim Quant may suspend or terminate your access to the Services at any time, with or without cause, with or without prior notice. In case of termination for breach of these Terms, there will be no refund of previously acquired products.

12.3 Survival

The provisions of Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and any other provision that by its nature must survive, will continue in effect after termination.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of laws principles.

Subject to the binding arbitration provision in Section 14, for any matter not subject to arbitration the parties consent to exclusive venue in the state or federal courts located in Hillsborough County, Florida.

14. Dispute Resolution

14.1 Informal negotiation

Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve the dispute through informal written negotiation, for a minimum period of 30 days.

14.2 Binding individual arbitration

If informal negotiation does not resolve the dispute within the 30-day period, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall take place in Hillsborough County (Tampa), Florida. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. This provision does not prevent either party from seeking injunctive or equitable relief in court to protect intellectual property or confidential information.

14.3 Class-action waiver

You and Seraphim Quant agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and you waive any right to participate in a class action or class-wide arbitration. The arbitrator may not consolidate more than one person's claims or otherwise preside over any form of a class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall be severed and may proceed in court.

15. Modifications of the Terms

Seraphim Quant reserves the right to modify these Terms at any time. Modifications will be effective upon publication at seraphimquant.com/terms. Continued use of the Services after publication constitutes acceptance of the modified Terms.

For material changes, we will attempt to notify registered users via email or other reasonable means, but we are not obligated to do so.

16. General Provisions

16.1 Entire agreement

These Terms, together with the EULA, Risk Disclosure, Refund Policy, and Privacy Policy, constitute the entire agreement between the parties with respect to the Services.

16.2 Severability

If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall continue in full force.

16.3 No waiver

Seraphim Quant's failure to enforce any right or provision shall not constitute a waiver of such right.

16.4 Assignment

You may not assign these Terms without prior written consent from Seraphim Quant. Seraphim Quant may freely assign these Terms.

16.5 Force majeure

Seraphim Quant is not responsible for breaches caused by circumstances beyond its reasonable control (natural disasters, pandemics, wars, internet infrastructure failures, governmental actions, etc.).

17. Contact

For questions about these Terms:

Seraphim Quant LLC Email: support@seraphimquant.com Website: seraphimquant.com

(Note: both reviewing attorneys recommended publishing a business mailing address, which may be virtual or a PO box rather than a personal address. The Company has elected email-only contact at this time; this remains an open item for the final attorney review.)

18. Language

These Terms of Service have been provided in English and Spanish for the convenience of the User. In case of any inconsistency, discrepancy, or conflict between the English and Spanish versions, the English version shall prevail and govern for all interpretive and enforcement purposes.