Terms and Conditions

The Products. Cypher Pros Ventures, LLC (“Cypher,” “we,” “us,” or “our”) builds algorithmic foreign exchange or forex trading software that allows you to use a computer program to execute trades automatically based on a predetermined set of instructions (algorithms). It is a tool to help you trade and apply trading strategies, not a guarantee of any outcome.

Risks. Forex trading on margin involves real and significant financial risk, including the possible loss of all your invested capital. You should only trade with money you can afford to lose.

Market Risk. Markets move based on interest rates, currencies, geopolitics, and many other factors outside anyone’s control. We disclose those risks in these Terms, in the Risk Disclosure Acknowledgment Agreement and on our “Disclosures and Risks” web page located at: https://www.cypherpros.com/disclosures-and-disclaimers. The Risk Disclosure Acknowledgment Agreement and the Disclosures and Risks web page and the information found there are incorporated into and forms part of this Agreement. You should research those risks and understand them before using any of our Products. You should also consider your objectives, experience, and risk tolerance before using any of our Products.

Past Performance. PAST PERFORMANCE IS NOT A GUARANTEE OR RELIABLE INDICATOR OF FUTURE RESULTS. We may show results from top-performing accounts that are not necessarily typical. Any trades, charts, or strategies we discuss are examples only — they are not investment advice. We not guarantee any specific outcome or level of growth or success. Individual results will vary based on initial capital, algorithm selection, time in market, and other factors.

No Broker. Unless exempt from registration, the purchase, sale, or advice regarding forex can only be performed by persons registered with (i) the CFTC (futures commission merchants, introducing brokers, commodity trading advisors, commodity pool operators, retail foreign exchange dealers, and licensed associated persons of such entities), and/or (ii) the SEC (broker-dealers and/or investment advisers and their licensed associated persons), and (iii) a state regulator (each, an “Intermediary”). Neither we, nor anyone involved in the production and maintenance of our Products and services, is an Intermediary. We make no representation that you will or are likely to achieve profits or losses similar to those discussed on our website. The past performance of any trading system or methodology is not necessarily indicative of future results. Cypher and its team are not registered as brokers, investment advisers, or commodity trading advisers with the CFTC, SEC, or any state regulator. We make no representation that you will achieve any particular trading result.

No Advice. Nothing Cypher provides is tax, legal, financial, or investment advice. Nothing we say should be treated as a recommendation to buy or sell any asset. All content provided through the Products is for general information only — it is not personalized to you, and you should not rely on it as financial advice. Even if something we publish could be interpreted as investment advice, it is general and impersonal — it is not tailored to your specific financial situation.

Consultation. You are responsible for deciding whether our Products are right for you based on your investment objectives and personal and financial situation. Please consult a registered investment adviser, attorney, or tax professional regarding your particular financial situation, investing strategies, or specific legal or tax situation before using the Products.

Content. Any content posted on the Products is for informational and entertainment purposes only and does not amount to investment advice for any individual. Cypher, its affiliates and partners specifically disclaim any and all liability or loss arising out of any action taken in reliance on any content posted on the Products.

Trades Final. Once you execute a trade, it cannot be undone. You agree to hold Cypher harmless from any claims or costs arising from our acting on instructions you issue in connection with a trade.

Account Management. Cypher is not a broker, dealer, or investment adviser, and past performance of our Products is not a reliable predictor of future results. You are responsible for actively managing your own investment accounts.

Fees and License. Cypher charges you a fee to use the Products (“Fees”). Those Fees are set forth in your Order Form, whose terms are incorporated as part of the Agreement. We bill monthly in advance. You agree to pay the Fees when due and acknowledge that all sales are final unless you qualify for the refund described in these Terms. Any overdue Fees accrue interest at 18% per year (or the legal maximum, if lower). We only accept payment in U.S. dollars.

Late Fees. If you are more than 14 days past due, we may suspend your access to the Products. If you are more than 30 days past due, we may cancel our agreement. You agree to cover our reasonable costs of collecting overdue amounts, including attorneys’ fees.

Taxes. You are responsible for any taxes that apply to your use of the Products.

License. When you pay the Fees, Cypher gives you a personal, limited, non-transferable license to use the Products for your own use. This license is yours alone — you cannot share it, resell it, or transfer it to anyone else. Your license lasts only as long as you pay the Fees. As part of this license, you agree not to:

use our Products for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;

intentionally submit or transmit inaccurate information through the Products;

impersonate or pretend to be anyone else while using the Products;

use the Products in any way that could damage, disable, overburden, or impair any of the Products, or interfere with anyone else's use of any of the Products;

attempt to gain unauthorized access to Cypher computer systems or networks connected to Cypher, through hacking, password mining or any other means;

attempt to reverse engineer any portion of any of the Products or attempt to infringe the intellectual property rights of others in any way;

obtain or attempt to obtain any materials or information through any means not intentionally made available through any of the Products;

use tools which anonymize your internet protocol address (e.g. anonymous proxy) to access the Products;

introduce any malicious or technologically harmful material into our Products;

will not use or permit the use of the Products to send unsolicited mass mailings;

develop or use any third-party applications that interact with our Products without our prior written consent, including any scripts designed to scrape or extract data from our Products.

Messages. The Products may allow users to send messages to other users. If a user sends you an objectionable message, please notify Cypher by sending an e-mail to support@cypherpros.com. You agree that Cypher may monitor messages for compliance with these Terms, and that any messages sent via the Products are not confidential or proprietary. Cypher may terminate the ability of a user to send messages at any time and for any reason, without notice or liability to that user.

Support. We offer email support at support@cypherpros.com, Monday through Friday, 9:00 AM to 5:00 PM Mountain Time, excluding federal holidays. We will do our best to respond by the end of the next business day, but we cannot guarantee a specific resolution time. Any additional support is described in your Order Form.

Refund Policy. We stand behind our Products and want you to be satisfied with the performance of the Products.

Refund Eligibility. If you are not satisfied with the performance of our Products, you may request a refund under the following conditions:

You must activate the Product(s) within 30 days of purchase;

You must use the Product(s) for 30 consecutive days after activation;

You must maintain at least $10,000 in your trading account during the 30 consecutive days after activation, with no withdrawals reducing it below that amount;

You may not make manual trades, trade modifications, system interference, unauthorized setting changes, or disconnections; and

Your account balance at the end of the 30th consecutive day must be lower than when you activated the Product (deposits and withdrawals will be excluded when calculating performance); and

You must request a refund within 65 days of purchasing the Product.

Request a Refund. To request a refund, email support@cypherpros.com within 65 days of purchase with documentation showing 30 consecutive days of use, the trades made within those 30 days, and your starting and ending account balances.

Limitations. You are not eligible for a refund if you request it after 65 days, have not complied with all of the requirements above, are not current on Fees, are in breach of these Terms, cause the loss by a manual trade or other action, or cannot provide the required documentation. If Cypher provides you with a refund, our Agreement ends on the date of the refund.

Term and Renewal. Our Agreement starts on the date of your Order Form and continues on a month-to-month basis.

Termination for Convenience. Either one of us can terminate the Agreement by the other 30 days’ written notice. The Agreement will terminate at the end of the next full month after notice is given.

Termination for Breach. If either one of us is in breach, the non-breaching party will inform the breaching party that it is in breach and the breaching party will have 10 business days to correct the breach. If the breach is not corrected, this Agreement may be terminated with immediate effect. If we determine that you are using the Products in violation of this Agreement, we may suspend or cancel your access without a refund.

Effects of Termination. When this Agreement ends for any reason: (i) your license to use the Products ends immediately; (ii) you must promptly delete or return any Cypher materials and Confidential Information you have; and (iii) any unpaid Fees are due immediately.

No Guarantee. We do not guarantee uninterrupted, error-free, or virus-free operation of the Products. You acknowledge that the Products may result in loss, including loss of principal, inability to use the license, lost business opportunity, and losses related to technology failures, connectivity issues, delayed execution, data loss or corruption, software errors, bugs, or viruses. Cypher is not liable for any losses or damages arising from technical disruptions. The Products are provided “as is” and you agree to hold Cypher harmless for any loss resulting from their use. YOU EXPRESSLY AGREE THAT YOUR USE OF CYPHER'S PRODUCTS IS AT YOUR SOLE RISK.

Changes to the Products. We may update or change the Products at any time. We will try to give you advance notice of significant changes, but some updates (like security fixes) may happen immediately. Older versions of the Products may not continue to work after an update.

Third-Party Software and Brokers. Our Products are designed to work with third-party brokers and platforms and other products developed by third parties. Cypher is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. You are responsible for choosing your broker and may choose any broker as long as the broker trades forex, trades in United States Dollars, and uses a supported Metatrader platform. We are not a party to your agreement with your broker or any other third party, nor are we responsible for how those brokerages and other third party products work, their terms, or anything they do or fail to do. You use those third-party services at your own risk. We make no representations or warranties with respect to any third party products and will not be liable for such third party products, even when used in conjunction with the Products.

Your Representations and Warranties. By using the Products, you confirm that: (i) you have the right to enter into this Agreement; (ii) this Agreement does not conflict with any other commitment you have; (iii) the information you give us is accurate; (iv) you will use the Products legally and in accordance with these Terms; (v) you have the knowledge, experience and financial security to use the Products; and (vi) you have done your due diligence, including consulting a registered investment adviser, attorney, and/or tax professional, and understand the risks associated with the Products.

Disclaimer of Warranties. EXCEPT WHERE OTHERWISE PROHIBITED BY LAW, THE PRODUCTS AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CYPHER DOES NOT REPRESENT OR WARRANT THAT: (A) USE OF THE PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; (B) THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED; OR (E) THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability. EXCEPT WHERE OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL CYPHER OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, PARTNERS, OR AFFILIATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRODUCTS, OR YOUR USE THEREOF, REGARDLESS OF WHETHER CYPHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, AND COSTS OF SUBSTITUTE SERVICES. IF CYPHER IS FOUND LIABLE UNDER ANY THEORY, CYPHER'S TOTAL LIABILITY TO YOU WILL BE LIMITED TO THE FEES YOU PAID TO CYPHER IN THE IMMEDIATELY PRECEDING 6 MONTHS.

Indemnification. You agree to defend and reimburse Cypher, its officers, directors and employees for any claims, losses, or legal costs (including attorneys’ fees) that arise from: (a) your violation of these Terms; (b) anything you represented to us that was not true; (c) your violation of any law; or (d) your trades or use of the Products. We will indemnify and defend you from any third party claim of intellectual property infringement related to your use of the Products.

Dispute Resolution — Mandatory Binding Arbitration and Class Action Waiver

Arbitration. Arbitration resolves disputes without going to court. A “Claim” is any dispute between you and Cypher related to this Agreement or the Products. By agreeing to these Terms, you agree to resolve Claims through arbitration instead of in court, as governed by the Federal Arbitration Act. You agree to waive your right to a jury trial.

AAA. All Claims shall be submitted to a single arbitrator of the American Arbitration Association (“AAA”) under the AAA's Commercial Dispute Resolution Procedures (Consumer Supplementary Procedures), available at www.adr.org. The arbitrator shall have exclusive authority to determine arbitrability and to interpret this Agreement.

Negotiation. Before filing for arbitration, you agree to send us a written description of your dispute, the documents supporting it, and what relief you are seeking to Cypher Pros Ventures, LLC, Attn: Legal Department, [Address]. We will then negotiate in good faith to resolve the dispute. If we cannot resolve it within 60 days of receipt of the dispute, either party may start arbitration.

Deadline. Any Claim must be brought within 1 year of when it arises (including the 60-day pre-dispute negotiation period). Claims brought after 1 year are barred.

Forum and Law. Arbitration will take place exclusively in Denver, Colorado. The arbitrator will apply Colorado law. The award will be final and in writing. Either party can have a court enter judgment on the award.

Class Action Waiver. You may only bring Claims individually and you waive your right to join or lead a class action in any forum. You understand that any right to litigate in court, to have a judge or jury decide your case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

Opt-out. You have the right to opt out of this arbitration provision within 30 days of first purchasing, using, or attempting to use Cypher's products by sending written notice to support@cypherpros.com. Your notice must identify the product or service and the date of first use. If more than thirty (30) days have passed, you are no longer eligible to opt out.

Intellectual Property. Cypher owns all intellectual property in the Products, including algorithms, code, designs, trademarks, and documentation. Your license gives you the right to use the Products as described in these Terms. It gives you no ownership rights, and you agree not to challenge Cypher’s ownership. If you share feedback or ideas about the Products with us, we may use them freely to improve our Products and services. We will not owe you anything for it. By submitting content through the Products, you give Cypher permission to store and display it. If you post something publicly in the platform, other users may see and reference it. If you receive inappropriate content from another user, let us know at support@cypherpros.com. You are responsible for using the Products in compliance with applicable laws. You may not use Cypher’s name, logo, or trademarks without our prior written permission.

Non-Disparagement. If you have a problem, please reach out to support@cypherpros.com; we want to fix it. In return, you agree not make false, disparaging, or misleading statements about Cypher or our Products. We will extend the same courtesy to you. This does not prevent either of us from telling the truth in legal proceedings or as required by law.

Confidentiality. In the course of this relationship, each of us may share non-public, confidential information with the other (“Confidential Information”). Each party agrees to: (i) protect the other’s Confidential Information with reasonable care; (ii) use it only for purposes of this Agreement; and (iii) only share it with people who need it to perform under this Agreement. Confidential Information does not include information that is already public, that either party already had without breaching any confidentiality obligation, or that a third party shares with a party without breaching a confidentiality obligation. If you are legally required to disclose any of Cypher’s Confidential Information, please notify us promptly so we can seek to protection from the courts. When this Agreement ends, please return or delete all Cypher Confidential Information you have and confirm you have done so in writing.

General Provisions

Privacy Policy. Any personal information you provide us is subject to our Privacy Policy located at: https://www.cypherpros.com/privacy-policy, the terms of which are incorporated and form part of these Terms.

Independent contractors. Cypher is an independent company, not your employer, agent, or partner. We are independent contractors and neither of us can make commitments on behalf of the other.

Force Majeure. Neither party is responsible for delays or failures caused by events outside their reasonable control — such as natural disasters, pandemics, government actions, wars, power outages, or cyberattacks.

Governing Law and Venue. Colorado law governs this Agreement without regard to any conflicts of law rules. Any dispute or Claim shall be brought exclusively in Denver, Colorado.

Equitable Relief. If you breach or threaten to breach this Agreement, Cypher may seek a court order to stop the harm immediately, without needing to go through the usual procedural steps.

Update to Terms. We may update these Terms at any time. If the updates affect your rights in a materially way, we will give you reasonable advance notice before changes take effect. If the change to these Terms is materially detrimental to your rights or materially increases your obligations, please send us written notice and we will contact you to discuss resolution. If we cannot reach resolution within a reasonable timeframe, either one of us may terminate this Agreement pursuant to the termination provisions provided herein.

Assignment. Cypher may transfer this Agreement if it merges with or is acquired by another company. You may not transfer your rights under this Agreement without Cypher’s written permission.

Waiver. If either of us chooses not to enforce a provision of this Agreement, that does not mean we are giving it up permanently. Any waiver must be in writing to be effective.

Severability. If a court or arbitrator finds any part of this Agreement unenforceable, the rest of the Agreement still applies.

Entire Agreement. This Agreement is the complete agreement between us. It replaces any prior discussions or agreements about the same subject matter.

Survival. Sections 3, 6, 10-17 continue to apply even after this Agreement ends.