Quadzee Software License Agreement
Table of Contents
- Definitions
- Software Description & Scope
- License Grant
- Account Registration & Security
- User Attestations & Representations
- Assumption of Risk
- No Fiduciary Duty
- No Guarantee of Execution
- User Conduct
- Fees & Credits
- Intellectual Property
- Disclaimers & Warranty Exclusion
- Limitation of Liability
- Indemnification
- Force Majeure
- Termination & License Revocation
- Governing Law & Dispute Resolution
- Class Action Waiver
- Regulatory Compliance
- Prohibited Activities
- Electronic Communications
- Severability
- Entire Agreement
- Changes to This Agreement
- Contact
Please read this Software License Agreement ("Agreement") carefully before using the Quadzee trading software platform (the "Software") developed and maintained by Quadzee, LLC ("Quadzee", "we", "us", or "our").
By creating an account, accessing, or using the Software, you ("User", "you", or "your") acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to any part of this Agreement, you must not access or use the Software.
1. Definitions
For the purposes of this Agreement:
- "Software" means the Quadzee trading software platform, including all web interfaces, APIs, algorithms, and associated documentation.
- "Exchange" means any supported third-party cryptocurrency exchange to which the Software connects via API.
- "Engine" means a user-configured automated trading strategy executed by the Software.
- "API Keys" means the authentication credentials generated by your Exchange account and provided to the Software.
- "User Content" means any configurations, strategies, parameters, or data you create within the Software.
2. Software Description & Scope
Quadzee develops and licenses software tools that interface with third-party cryptocurrency exchange APIs. Quadzee does not operate an exchange, execute trades on its own behalf, custody user funds, or provide financial services.
The Software is a tool that automates trading actions on your connected Exchange account based on parameters you configure. All trading decisions, configurations, and outcomes are solely yours. The Software does not provide financial advice, investment recommendations, or trading signals.
All funds remain in your Exchange account at all times. Quadzee has no ability to withdraw, transfer, or otherwise access your funds beyond the API permissions you grant.
3. License Grant
3.1 Grant
Subject to this Agreement, Quadzee grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software for your personal use.
3.2 Restrictions
You may not: (a) copy, modify, distribute, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) sublicense, sell, lease, or rent access to the Software; (d) use the Software for any purpose that violates applicable law; (e) use automated systems to scrape or extract data from the Software; (f) remove any proprietary notices from the Software.
3.3 Revocation
Quadzee reserves the right to revoke this license at any time, for any reason, with or without notice. Upon revocation, you must immediately cease all use of the Software.
4. Account Registration & Security
4.1 Eligibility
You must be at least 18 years of age and legally capable of entering into a binding contract. You represent that you are not located in any jurisdiction where use of the Software would be unlawful or where you are subject to economic sanctions.
4.2 Registration
You must register for an account to use the Software. Registration requires a valid referral code. You agree to provide accurate, current, and complete information and to maintain its accuracy.
4.3 Account Security
You are solely responsible for safeguarding your account credentials and for all activity under your account. You must notify Quadzee immediately of any unauthorized access.
4.4 API Key Security
To use automated trading features, you provide API keys from your Exchange account. You are solely responsible for:
- Generating keys with appropriate permissions (enable trading, disable withdrawals).
- Securing your keys and rotating them regularly.
- Revoking compromised keys immediately.
- The security of your Exchange account itself.
Quadzee is not responsible for losses due to compromised API keys, incorrect permissions, or Exchange account security breaches.
5. User Attestations & Representations
By signing this Agreement, you attest and represent under penalty of perjury that:
- You are at least 18 years of age.
- You have completed all required identity verification (KYC) on your connected Exchange.
- You are not a citizen, resident, or located in a country subject to U.S. economic sanctions (including but not limited to Iran, North Korea, Cuba, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
- Your use of the Software complies with all applicable laws and regulations in your jurisdiction.
- You understand the risks of cryptocurrency trading and automated trading systems.
- You are not using the Software for money laundering, terrorist financing, or any other illegal activity.
- All information provided during registration is true, accurate, and complete.
6. Assumption of Risk
Trading cryptocurrencies involves substantial risk of loss and is not suitable for every individual. The value of cryptocurrencies can be highly volatile, and you could lose your entire investment.
By using the Software, you expressly acknowledge and accept that:
- You understand the risks of cryptocurrency trading, including total loss of capital.
- Automated trading systems are subject to technical failures, connectivity issues, API errors, exchange downtime, and unexpected market conditions.
- Past performance of any trading strategy is not indicative of future results.
- You are solely responsible for all trading decisions, configurations, and outcomes.
- Quadzee is not liable for any trading losses you incur.
- You should only trade with funds you can afford to lose entirely.
- You have not relied on any statements by Quadzee in making your decision to trade.
7. No Fiduciary Duty
Quadzee owes no fiduciary duty to any user. No advisor-client, broker-client, or fiduciary relationship of any kind exists between Quadzee and you. Quadzee does not act as your investment advisor, broker, dealer, or agent. Nothing in the Software or any communication from Quadzee constitutes investment advice, financial advice, tax advice, or legal advice.
You acknowledge that any information, tools, or features provided by the Software (including but not limited to indicators, volatility analysis, simulations, or projections) are for informational and educational purposes only and should not be construed as recommendations to buy, sell, or hold any asset.
8. No Guarantee of Execution
The Software depends on third-party Exchange APIs, internet connectivity, server infrastructure, and blockchain networks to function. Quadzee does not and cannot guarantee:
- That trade orders will be executed at any particular price or time.
- That the Software will be available continuously or without interruption.
- That Exchange APIs will respond correctly, promptly, or at all.
- That market data received from Exchanges will be accurate or timely.
- That any specific trading outcome will result from the use of the Software.
Delays, partial fills, rejected orders, API errors, and other execution issues may occur. Quadzee is not responsible for any losses arising from such issues.
9. User Conduct
You agree not to misuse the Software or help anyone else do so. You agree not to:
- Probe, scan, or test the vulnerability of any system or network.
- Breach or circumvent any security or authentication measures.
- Access, tamper with, or use non-public areas of the Software.
- Interfere with or disrupt the Software, its infrastructure, or other users.
- Use the Software for any illegal or unauthorized purpose.
- Engage in market manipulation on connected Exchanges (wash trading, spoofing, pump-and-dump, etc.).
- Use the Software in a manner that could disable, overburden, or impair its operation.
- Reproduce, duplicate, sell, or resell access to the Software.
10. Fees & Credits
Access to certain features may require payment or credits. The current fee structure is published within the Software. All payments are final and non-refundable unless otherwise specified. Quadzee reserves the right to modify its fee structure with 30 days' notice.
11. Intellectual Property
The Software and all original content, features, algorithms, and functionality are the exclusive property of Quadzee and are protected by copyright, trademark, trade secret, and other intellectual property laws. This Agreement does not transfer any ownership rights to you.
You retain all rights to your User Content. By submitting User Content, you grant Quadzee a worldwide, non-exclusive, royalty-free license to use, process, and store such content solely for the purpose of operating the Software.
12. Disclaimers & Warranty Exclusion
THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUADZEE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
QUADZEE DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS OBTAINED FROM THE SOFTWARE WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS WILL BE CORRECTED; OR (E) THE SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY EXCHANGE OR API.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUADZEE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, TRADING LOSSES, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE SOFTWARE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING EXCHANGE API PERFORMANCE OR ERRORS; (C) UNAUTHORIZED ACCESS TO YOUR ACCOUNT, API KEYS, OR DATA; (D) ANY TRADING LOSSES INCURRED THROUGH USE OF THE SOFTWARE; OR (E) ANY OTHER MATTER RELATING TO THE SOFTWARE.
QUADZEE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SOFTWARE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO QUADZEE IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100 USD).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
14. Indemnification
You agree to defend, indemnify, and hold harmless Quadzee, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Software; (b) your breach of this Agreement; (c) your violation of any law or regulation; (d) your violation of any rights of a third party; (e) any trading activity conducted through your account; or (f) any content you submit through the Software.
15. Force Majeure
Quadzee shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, government actions, exchange outages or maintenance, API failures or changes, blockchain network congestion, internet service disruptions, power outages, cyberattacks, regulatory changes, or any other event beyond Quadzee's reasonable control.
16. Termination & License Revocation
Quadzee may terminate or suspend your account and revoke your license immediately, without prior notice, for any reason, including but not limited to: breach of this Agreement, suspected illegal activity, prolonged inactivity, or at Quadzee's sole discretion.
You may terminate your account at any time by discontinuing use. Account deletion may require contacting support, and certain data may be retained as described in our Privacy Policy.
Upon termination, all provisions that by their nature should survive (including Sections 6, 7, 11, 12, 13, 14, 15, 17, and 18) shall survive.
17. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.
Any dispute arising from this Agreement or your use of the Software shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. The arbitrator's award shall be final and binding.
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use of the Software or intellectual property infringement.
18. Class Action Waiver
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST QUADZEE. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION CLAUSE SHALL BE NULL AND VOID.
YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE.
19. Regulatory Compliance
You are solely responsible for determining whether your use of the Software complies with all applicable laws, regulations, and rules in your jurisdiction, including but not limited to securities laws, tax obligations, anti-money laundering (AML) requirements, and know-your-customer (KYC) requirements.
Quadzee does not provide legal, tax, or regulatory advice. You should consult with qualified professionals regarding your obligations.
Quadzee reserves the right to restrict or deny access to users in any jurisdiction where the Software's use may violate applicable law.
20. Prohibited Activities
In addition to the restrictions in Section 9, you are prohibited from using the Software:
- For money laundering, terrorist financing, or any financial crime.
- To solicit others to participate in unlawful acts.
- To violate any international, federal, state, or local law or regulation.
- To infringe intellectual property rights of Quadzee or any third party.
- To harass, abuse, or discriminate against others.
- To submit false or misleading information.
- To upload malicious code, viruses, or harmful content.
- To collect or track personal information of other users.
- To interfere with or circumvent the security features of the Software.
21. Electronic Communications
By using the Software, you consent to receiving electronic communications from Quadzee, including notices about your account, technical updates, and operational communications. You agree that electronic communications satisfy any legal requirement that such communications be in writing.
22. Severability
If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions shall continue in full force and effect.
23. Entire Agreement
This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Quadzee regarding the Software and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral.
24. Changes to This Agreement
Quadzee reserves the right to modify this Agreement at any time. Material changes will require you to review and re-sign the updated Agreement before continuing to use the Software. Your continued use of the Software after re-signing constitutes acceptance of the modified Agreement.
25. Contact
If you have any questions about this Agreement, please contact us at:
Quadzee, LLC
Email: [email protected]
Wilmington, Delaware, United States