Terms of Service

Effective Date: January 13, 2025 Last Updated: January 13, 2025

1. Agreement to Terms

Welcome to CodonQuant (also known as "ASSET" - Automated Strategy Selection and Evaluation Tool), a quantitative trading platform operated by Dark Matter Labs ("Company," "we," "us," or "our").

By accessing or using our platform at codonquant.com (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Platform.

Legal Entity: Dark Matter Labs 1816 Allison Ave Panama City Beach, FL 32407 United States

Contact: support@codonquant.com

2. Eligibility

2.1 Age Requirement

You must be at least 18 years old to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years of age.

2.2 Geographic Restriction

The Platform is currently available only to users located in the United States. By using the Platform, you represent and warrant that you are a resident of the United States and will not access the Platform from outside the United States.

2.3 Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or use of your account.

3. Description of Service

CodonQuant/ASSET is a quantitative trading platform that enables users to:

Build, train, and deploy AI models for algorithmic trading
Access reinforcement learning (RL) algorithms (PPO, A2C, SAC, TD3, DDPG)
Use sentiment analysis models (KNN, Naive Bayes, Logistic Regression, Random Forest, SVM)
Implement LSTM/GRU forecasting models for price prediction
Backtest trading strategies
Execute paper trading and live trading (through integrated third-party brokers)
Access educational resources on machine learning and quantitative trading

3.1 Beta and Experimental Features

The Platform may include beta, experimental, or early-access features that are still under development. These features are provided "as-is" and may not function as intended. We reserve the right to modify, discontinue, or remove any beta features at any time without notice.

4. Not Investment Advice

4.1 Educational Platform

CodonQuant/ASSET is an educational and research platform. We are not a registered investment advisor, broker-dealer, or financial institution. Nothing on the Platform constitutes investment advice, financial advice, trading advice, or any other type of professional advice.

4.2 No Guarantees

Past performance does not guarantee future results. Any performance metrics, backtesting results, or historical data shown on the Platform are for informational purposes only and do not represent guaranteed future outcomes.

4.3 User Responsibility

You are solely responsible for your own investment and trading decisions. You should consult with qualified financial, legal, and tax professionals before making any investment decisions. We are not responsible for any losses you may incur from trading or investing.

4.4 Risk Disclosure

Trading and investing involve substantial risk of loss. Algorithmic trading, in particular, carries unique risks including:

Model failure or underperformance
Technology failures or system outages
Market volatility and unexpected events
Execution delays or errors
Data quality issues

You may lose some or all of your invested capital. Only invest money you can afford to lose.

4.5 Paper Trading Recommendation

We strongly recommend using paper trading (simulated trading) rather than live trading to test and research your models. Paper trading allows you to evaluate model performance without risking real capital. Live trading should only be considered after extensive paper trading validation and with full understanding of the risks involved.

5. Account Tiers and Subscriptions

5.1 Subscription Tiers

The Platform offers multiple subscription tiers with varying features and resource limits:

Pioneer (Free Tier)
Quant
Hedge
Institutional
Enterprise

Full details of each tier's features and pricing are available on our website.

5.2 Billing and Payment

All paid subscriptions are recurring and will automatically renew at the end of each billing period (monthly or annually, depending on your selection)
You authorize us to charge your payment method on file for all subscription fees
You are responsible for keeping your payment information current and accurate
Subscription fees are non-refundable

5.3 No Refunds

All subscription purchases are final and non-refundable. This includes partial billing periods. If you cancel your subscription, you will retain access to paid features until the end of your current billing period.

5.4 Cancellation and Downgrade

You may cancel or downgrade your subscription at any time through your account settings
Cancellations and downgrades take effect at the end of your current billing period
You will not receive refunds or credits for unused time in your current billing period
Upon downgrade or cancellation, your usage will be limited to your new tier's resource limits

5.5 Free Tier

We offer a free "Pioneer" tier with limited features and resources. We reserve the right to modify or discontinue the free tier at any time.

5.6 Add-ons

Additional resources (GPU hours, training credits, etc.) may be purchased as one-time purchases or recurring monthly add-ons. Add-on purchases are also non-refundable.

6. Intellectual Property and Model Ownership

6.1 Platform Ownership

The Platform, including all software, content, designs, algorithms (excluding user-trained models), and documentation, is owned by Dark Matter Labs and protected by intellectual property laws. You may not copy, modify, distribute, or reverse-engineer any part of the Platform.

6.2 Model Ownership - Lower Tiers (Pioneer, Quant)

For users on Pioneer and Quant tiers:

We retain ownership of all models trained on the Platform
You have a license to use your trained models for your own trading and research
Models may be made public for other users to view and use (but not download)
We may use anonymized model performance data for platform improvement and research

6.3 Model Ownership - Higher Tiers (Hedge, Institutional, Enterprise)

Starting at the Hedge tier and above:

You own the models you train on the Platform
You may choose to keep your models private or share them publicly
You have the option to allow other users to fine-tune your public models (future feature)
You may not sell or monetize models through the Platform

6.4 User Content License

By submitting content to the Platform (code, notes, configurations), you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display such content solely for the purpose of operating and improving the Platform.

6.5 No Model Marketplace

The Platform does not currently support selling or purchasing models. Users may not use the Platform to sell models or trading strategies to other users.

7. Third-Party Integrations

7.1 Alpaca Markets

The Platform integrates with Alpaca Markets for market data and trade execution. By connecting your Alpaca account:

You authorize us to access your Alpaca account on your behalf
You remain bound by Alpaca's terms of service
We are not responsible for Alpaca's services, fees, or any issues with trade execution
Your Alpaca API credentials are encrypted and stored securely

7.2 Other Services

The Platform may integrate with other third-party services (Twilio for SMS, Google Cloud Platform, etc.). We are not responsible for the performance, availability, or terms of service of any third-party providers.

7.3 Future Integrations

We may add additional third-party integrations (such as Polygon.io) in the future. Your continued use of the Platform after such integrations constitutes acceptance of those integrations.

8. Data Usage and Research

8.1 Performance Data Collection

We collect and analyze anonymized trading performance metrics, model configurations, and usage data to:

Improve the Platform's algorithms and recommendations
Conduct research on algorithmic trading effectiveness
Generate aggregate statistics and insights

8.2 What We Do Not Collect

We do not monitor or record:

Individual trade decisions or positions
Personal trading strategies or proprietary configurations
Real-time trading activity beyond aggregate metrics

8.3 Anonymization

All research data is anonymized and aggregated. We do not share individual user trading data with third parties.

9. Acceptable Use Policy

You agree not to:

9.1 Illegal Activities

Use the Platform for any illegal purpose or to violate any securities laws or regulations
Engage in market manipulation, insider trading, spoofing, wash trading, or any other prohibited trading practices
Use non-public material information (MNPI) for trading on the Platform

9.2 Platform Abuse

Attempt to hack, compromise, or bypass the Platform's security measures
Use the Platform in a way that disrupts or interferes with other users
Abuse API rate limits or attempt to overload the Platform's infrastructure
Share your account credentials with others
Create multiple accounts to circumvent tier limits or restrictions

9.3 Prohibited Content

Upload malicious code, viruses, or harmful content
Harass, threaten, or abuse other users or Platform staff
Violate any third-party intellectual property rights

9.4 Commercial Restrictions

Resell access to the Platform without our written permission
Use the Platform to provide services to third parties (unless on an Enterprise plan with explicit authorization)

10. Account Termination

10.1 Termination for Cause

We may suspend or terminate your account immediately, without notice, if:

You violate these Terms of Service
You fail to pay subscription fees
You engage in fraudulent, abusive, or illegal activity
You misuse the Platform or attempt to bypass security measures
You harass other users or Platform staff
You use the Platform for illegal trading activities or market manipulation

10.2 Termination at Our Discretion

We reserve the right to suspend or terminate any account at any time, for any reason or no reason, at our sole discretion. This includes situations where we determine that continued service is not in the best interest of the Platform or our community.

10.3 Effect of Termination

Upon termination:

Your access to the Platform will be immediately revoked
You will not receive refunds for any unused subscription time or credits
Your data will be handled according to our Privacy Policy (see Section 11)
You remain liable for any outstanding fees or obligations

10.4 User-Initiated Termination

You may delete your account at any time through your account settings or by contacting support@codonquant.com. Data deletion will be processed according to our Privacy Policy.

11. Data Retention and Deletion

11.1 Active Account Data

While your account is active, we retain all data necessary to provide the Platform's services.

11.2 After Account Cancellation/Deletion

When you cancel or delete your account:

30-day grace period: We retain your account data for 30 days in case you wish to reactivate your account
Personal data deletion: After 30 days, we delete all personal identifiable information (email, name, phone number, API credentials)
Anonymized analytics: We retain anonymized performance metrics and usage data for platform improvement and research
Legal retention: We may retain certain data as required by law or for fraud prevention

11.3 User Deletion Requests

You may request complete deletion of your data by contacting support@codonquant.com. We will process your request in accordance with our Privacy Policy and applicable law.

12. Disclaimers and Limitations of Liability

12.1 "AS-IS" Service

THE PLATFORM IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION.

12.2 No Guarantee of Performance

WE DO NOT GUARANTEE:

Accuracy of data, models, or predictions
Profitability of any trading strategy
Uptime or availability of the Platform
Compatibility with any third-party services
That the Platform will meet your specific requirements

12.3 Technology Risks

You acknowledge that:

Machine learning models can fail or produce unexpected results
Backtesting results may not reflect live trading performance
System outages, bugs, or data errors may occur
Third-party integrations may fail or become unavailable

12.4 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

WE ARE NOT LIABLE FOR ANY:

Indirect, incidental, consequential, special, or punitive damages
Lost profits, revenue, or data
Trading losses or investment losses of any kind
Damages resulting from third-party services (Alpaca, Twilio, etc.)
Damages exceeding the amount you paid us in the past 12 months

This limitation applies even if we were advised of the possibility of such damages.

12.5 Third-Party Liability

We are not responsible for:

Actions or omissions of third-party service providers (Alpaca, Twilio, Google Cloud, etc.)
Market conditions, volatility, or "black swan" events
Government actions, regulations, or restrictions
Your own trading decisions or strategies

13. Indemnification

You agree to indemnify, defend, and hold harmless Dark Matter Labs, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

Your use or misuse of the Platform
Your violation of these Terms
Your violation of any law or regulation
Your trading activities or investment decisions
Your violation of any third-party rights
Content you submit to the Platform

14. Dispute Resolution

14.1 Informal Resolution Required

Before filing any legal action, you agree to first contact us at support@codonquant.com and attempt to resolve the dispute informally for at least 30 days.

14.2 Governing Law

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

14.3 Jurisdiction and Venue

Any legal action arising from these Terms or your use of the Platform must be filed in the state or federal courts located in Bay County, Florida. You consent to the personal jurisdiction of these courts.

14.4 No Class Actions

You agree that any dispute will be resolved on an individual basis only. You waive any right to participate in class action lawsuits or class-wide arbitration.

14.5 Time Limit for Claims

Any claim arising from these Terms or the Platform must be filed within one (1) year of the claim arising, or the claim is permanently barred.

15. Changes to Terms

15.1 Modification Rights

We reserve the right to modify these Terms at any time. We will notify users of material changes via:

Email notification to your registered email address
Prominent notice on the Platform
Updated "Last Updated" date at the top of these Terms

15.2 Acceptance of Changes

Your continued use of the Platform after any modifications constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform and may cancel your account.

15.3 Material Changes

For material changes (such as changes to pricing, refund policies, or data usage), we will provide at least 30 days' notice before the changes take effect.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Dark Matter Labs regarding the Platform.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

16.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

16.4 Assignment

You may not assign or transfer your rights under these Terms. We may assign our rights to any affiliate or successor entity.

16.5 Force Majeure

We are not liable for any failure to perform our obligations due to circumstances beyond our reasonable control (natural disasters, war, pandemics, government actions, etc.).

16.6 Survival

Sections related to intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution survive termination of these Terms.

16.7 Export Controls

You agree to comply with all applicable export control laws and regulations. You may not use the Platform if you are located in a country subject to U.S. embargo or on any U.S. government restricted parties list.

16.8 Government Users

If you are a U.S. government entity, the Platform is provided as "Commercial Computer Software" subject to standard commercial license terms.

17. Contact Information

For questions about these Terms, please contact:

Dark Matter Labs Email: support@codonquant.com Address: 1816 Allison Ave, Panama City Beach, FL 32407

18. Acknowledgment

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms of Service
You agree to be bound by these Terms
You understand the risks of algorithmic trading
You are using the Platform at your own risk
You are solely responsible for your trading and investment decisions
You understand that we are not an investment advisor and provide no financial advice
You strongly prefer paper trading over live trading for testing purposes

Questions about these terms? Contact us at support@codonquant.com

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